Oneok Inc 10-Q for FY2026 Q2
Oneok Inc (OKE)
10-Q
2026-08-04
For: 2026-06-30
View Original
Added on
August 05, 2026
About this 10-Q
Oneok Inc filed this 10-Q on August 4, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $12.05B
- up 52.8% from $7.89B a year earlier
- Net income
- $966M
- up 14.9% from net income of $841M a year earlier
- Diluted EPS
- $1.53
- up 14.2% from $1.34 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2026 .
OR
For the transition period from __________ to __________.
Commission file number 001-13643
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
Registrant’s telephone number, including area code (918 ) 588-7000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
On July 27, 2026, the Company had 630,369,667 shares of common stock outstanding.
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2
ONEOK, Inc.
TABLE OF CONTENTS
| Page No. | ||||||||
As used in this Quarterly Report, references to “ONEOK,” “we,” “our” or “us” refer to ONEOK, Inc., an Oklahoma corporation, and its predecessors and subsidiaries, including Magellan, EnLink and Medallion, unless the context indicates otherwise.
The statements in this Quarterly Report that are not historical information, including statements concerning plans and objectives of management for future operations, economic performance or related assumptions, are forward-looking statements. Forward-looking statements may include words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would” and other words and terms of similar meaning. Although we believe that our expectations regarding future events are based on reasonable assumptions, we can give no assurance that such expectations or assumptions will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements are described under Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” and Part II, Item 1A, “Risk Factors,” in this Quarterly Report, and under Part I, Item 1A, “Risk Factors,” in our Annual Report.
3
GLOSSARY
The abbreviations, acronyms and industry terminology used in this Quarterly Report are defined as follows:
$1.2 Billion Term Loan Agreement | The senior unsecured delayed draw 364-day $1.2 billion term loan agreement dated April 24, 2026 | ||||
| $3.5 Billion Credit Agreement | ONEOK’s $3.5 billion amended and restated revolving credit agreement | ||||
| AFUDC | Allowance for funds used during construction | ||||
| Annual Report | Annual Report on Form 10-K for the year ended December 31, 2025 | ||||
| Ascension | Ascension Pipeline Company, LLC, a 50% owned joint venture | ||||
| Bbl | Barrels, 1 barrel is equivalent to 42 United States gallons | ||||
| Bcf | Billion cubic feet | ||||
| Bcf/d | Billion cubic feet per day | ||||
| BridgeTex | BridgeTex Pipeline Company, LLC, a 60% owned joint venture | ||||
| Delaware Basin JV | A 50.1% owned joint venture, and after the Delaware Basin JV Acquisition, a wholly owned subsidiary of ONEOK | ||||
| Delaware Basin JV Acquisition | The transaction completed on May 28, 2025, pursuant to which ONEOK acquired the remaining 49.9% noncontrolling interest in Delaware Basin JV | ||||
| EBITDA | Earnings before interest expense, income taxes, depreciation and amortization | ||||
Eiger | Eiger Express Holdings, LLC, a 25.5% owned joint venture, including the 10.5% held through Matterhorn | ||||
| EnLink | EnLink Midstream, LLC, and after the EnLink Acquisition, Elk Merger Sub II, L.L.C., a wholly owned subsidiary of ONEOK | ||||
| EnLink Acquisition | The transactions pursuant to which ONEOK acquired a controlling interest in, and subsequently all outstanding publicly held common units of, EnLink, completed on October 15, 2024, and January 31, 2025, respectively, resulting in EnLink becoming a wholly owned subsidiary of ONEOK | ||||
| EnLink Partners | EnLink Midstream Partners, LP, a wholly owned subsidiary of ONEOK | ||||
| EPS | Earnings per share of common stock | ||||
| ESG | Environmental, social and governance | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| Fitch | Fitch Ratings, Inc. | ||||
| GAAP | Accounting principles generally accepted in the United States of America | ||||
| Intermediate Partnership | ONEOK Partners Intermediate Limited Partnership, a wholly owned subsidiary of ONEOK | ||||
| Magellan | Magellan Midstream Partners, L.P., a wholly owned subsidiary of ONEOK | ||||
| Matterhorn | MXP Parent, LLC, a 15% owned joint venture | ||||
| MBbl/d | Thousand barrels per day | ||||
| MBTC Pipeline | MBTC Pipeline LLC, an 80% owned joint venture | ||||
| MDth/d | Thousand dekatherms per day | ||||
| Medallion | Medallion Parent Holdings, L.L.C., a wholly owned subsidiary of ONEOK | ||||
| MMBbl | Million barrels | ||||
| MMcf/d | Million cubic feet per day | ||||
| Moody’s | Moody’s Investors Service, Inc. | ||||
| NGL(s) | Natural gas liquid(s) | ||||
| Northern Border | Northern Border Pipeline Company, a 50% owned joint venture | ||||
| ONEOK | ONEOK, Inc. | ||||
| ONEOK Partners | ONEOK Partners, L.P., a wholly owned subsidiary of ONEOK | ||||
| OWM | ONEOK Wyoming Midstream, LLC, an 85% owned joint venture | ||||
| Overland Pass | Overland Pass Pipeline Company, LLC, a 50% owned joint venture | ||||
| Powder Springs | Powder Springs Logistics, LLC, a 50% owned joint venture | ||||
4
| Purity NGLs | Marketable natural gas liquid purity products, such as ethane, ethane/propane mix, propane, iso-butane, normal butane and natural gasoline | ||||
| Quarterly Report(s) | Quarterly Report(s) on Form 10-Q | ||||
| Refined Products | The output from crude oil refineries, including products such as gasoline, diesel fuel, aviation fuel, kerosene and heating oil | ||||
| Roadrunner | Roadrunner Gas Transmission Holdings, LLC, a 50% owned joint venture | ||||
| S&P | S&P Global Ratings | ||||
| Saddlehorn | Saddlehorn Pipeline Company, LLC, a 40% owned joint venture | ||||
| SEC | Securities and Exchange Commission | ||||
| Term SOFR | The forward-looking term rate based on Secured Overnight Financing Rate (SOFR) | ||||
| Texas City Logistics | Texas City Logistics, LLC, a 50% owned joint venture | ||||
| XBRL | eXtensible Business Reporting Language | ||||
INFORMATION AVAILABLE ON OUR WEBSITE
We make available, free of charge, on our website (www.oneok.com) copies of our Annual Reports, Quarterly Reports, Current Reports on Form 8-K, Proxy Statements, amendments to those reports filed or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act and reports of holdings of our securities filed by our officers and directors under Section 16 of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC. Copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines, Director Independence Guidelines, Corporate Sustainability Report and the written charters of our Board Committees also are available on our website, and we will provide copies of these documents upon request.
In addition to our filings with the SEC and materials posted on our website, we also use social media platforms as additional channels of distribution to reach public investors. Information contained on our website or posted on our social media accounts, including any corresponding applications, are not incorporated by reference into this report.
5
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| ONEOK, Inc. and Subsidiaries | |||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | |||||||||||||||||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| (Millions of dollars, except per share amounts) | |||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Commodity sales | $ | $ | $ | $ | |||||||||||||||||||||||||
| Services and other | |||||||||||||||||||||||||||||
| Total revenues (Note J) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | |||||||||||||||||||||||||||||
| Operations and maintenance | |||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| General taxes | |||||||||||||||||||||||||||||
| Transaction costs | |||||||||||||||||||||||||||||
| Other operating expense (income), net | ( | ||||||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||
| Equity in net earnings from investments (Note H) | |||||||||||||||||||||||||||||
| Impairment of equity investments (Note H) | ( | ||||||||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||||||||
Interest expense (net of capitalized interest of $ | ( | ( | ( | ( | |||||||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||||||||
| Income taxes | ( | ( | ( | ( | |||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||||||||
| Net income attributable to ONEOK | $ | $ | $ | $ | |||||||||||||||||||||||||
| Basic EPS (Note G) | $ | $ | $ | $ | |||||||||||||||||||||||||
| Diluted EPS (Note G) | $ | $ | $ | $ | |||||||||||||||||||||||||
Average shares (millions) | |||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
(Unaudited) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||
| Other comprehensive income (loss), net of tax | ||||||||||||||||||||
Change in fair value of derivatives, net of tax of $( | ( | |||||||||||||||||||
Derivative amounts reclassified to net income, net of tax of $( | ||||||||||||||||||||
Changes in benefit plan obligations and other, net of tax of $ | ||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | |||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||
Less: Comprehensive income attributable to noncontrolling interests | ||||||||||||||||||||
| Comprehensive income attributable to ONEOK | $ | $ | $ | $ | ||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
6
| ONEOK, Inc. and Subsidiaries | ||||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| June 30, | December 31, | |||||||||||||
| (Unaudited) | 2026 | 2025 | ||||||||||||
| Assets | (Millions of dollars) | |||||||||||||
| Current assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment | ||||||||||||||
| Property, plant and equipment | ||||||||||||||
| Accumulated depreciation and amortization | ||||||||||||||
| Net property, plant and equipment | ||||||||||||||
| Other assets | ||||||||||||||
| Investments in unconsolidated affiliates | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other assets | ||||||||||||||
| Total other assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities, redeemable noncontrolling interests and equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Current maturities of long-term debt (Note D) | $ | $ | ||||||||||||
| Short-term borrowings (Note D) | ||||||||||||||
| Accounts payable | ||||||||||||||
| Accrued interest | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt, excluding current maturities | ||||||||||||||
| Deferred credits and other liabilities | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other deferred credits | ||||||||||||||
| Total deferred credits and other liabilities | ||||||||||||||
| Commitments and contingencies (Note I) | ||||||||||||||
| Redeemable noncontrolling interests in consolidated subsidiaries (Note F) | ||||||||||||||
| Equity (Note E) | ||||||||||||||
Common stock, $ authorized June 30, 2026; issued December 31, 2025 | ||||||||||||||
| Paid-in capital | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
Treasury stock, at cost: December 31, 2025 | ( | ( | ||||||||||||
| Total ONEOK shareholders' equity | ||||||||||||||
| Noncontrolling interests in consolidated subsidiaries | ||||||||||||||
| Total equity | ||||||||||||||
| Total liabilities, redeemable noncontrolling interests and equity | $ | $ | ||||||||||||
See accompanying Notes to Consolidated Financial Statements.
7
| ONEOK, Inc. and Subsidiaries | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||||||
| Six Months Ended | ||||||||||||||||||||
| June 30, | ||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | ||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Operating activities | ||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Equity in net earnings from investments (Note H) | ( | ( | ||||||||||||||||||
| Impairment of equity investments (Note H) | ||||||||||||||||||||
| Distributions received from unconsolidated affiliates | ||||||||||||||||||||
| Deferred income taxes | ||||||||||||||||||||
| Other, net | ||||||||||||||||||||
| Changes in assets and liabilities: | ||||||||||||||||||||
| Accounts receivable | ( | ( | ||||||||||||||||||
| Inventories, net of commodity imbalances | ( | ( | ||||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Other assets and liabilities, net | ( | ( | ||||||||||||||||||
| Cash provided by operating activities | ||||||||||||||||||||
| Investing activities | ||||||||||||||||||||
| Capital expenditures (less allowance for equity funds used during construction) | ( | ( | ||||||||||||||||||
| Contributions to unconsolidated affiliates | ( | ( | ||||||||||||||||||
| Other, net | ||||||||||||||||||||
| Cash used in investing activities | ( | ( | ||||||||||||||||||
| Financing activities | ||||||||||||||||||||
| Dividends paid | ( | ( | ||||||||||||||||||
| Short-term borrowings, net | ||||||||||||||||||||
$ | ||||||||||||||||||||
| Delaware Basin JV Acquisition | ( | ( | ||||||||||||||||||
| Extinguishment of long-term debt (Note D) | ( | ( | ||||||||||||||||||
| Other, net | ( | |||||||||||||||||||
| Cash used in financing activities | ( | ( | ||||||||||||||||||
| Change in cash and cash equivalents | ( | |||||||||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
8
| ONEOK, Inc. and Subsidiaries | ||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ||||||||||||||||||||||||||
| ONEOK Shareholders' Equity | ||||||||||||||||||||||||||
| (Unaudited) | Common Stock | Paid-in Capital | AOCL* | Retained Earnings | Treasury Stock | Noncontrolling Interests | Total Equity | Redeemable Noncontrolling Interests | ||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| January 1, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive loss | — | — | ( | — | — | — | ( | — | ||||||||||||||||||
| Common stock issued | — | — | — | — | — | |||||||||||||||||||||
Common stock dividends - $ | — | — | — | ( | — | — | ( | — | ||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | — | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Contributions from redeemable noncontrolling interests (Note F) | — | — | — | — | — | — | — | |||||||||||||||||||
| Other, net | — | — | — | ( | — | — | ( | — | ||||||||||||||||||
| March 31, 2026 | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
| Common stock issued | — | — | — | — | — | |||||||||||||||||||||
Common stock dividends - $ | — | — | — | ( | — | — | ( | — | ||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | ( | ( | — | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Contributions from redeemable noncontrolling interests (Note F) | — | — | — | — | — | — | — | |||||||||||||||||||
| Other, net | — | — | — | — | ||||||||||||||||||||||
| June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||
*Accumulated other comprehensive loss
9
| ONEOK, Inc. and Subsidiaries | ||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY AND REDEEMABLE NONCONTROLLING INTERESTS | ||||||||||||||||||||||||||
| (Continued) | ONEOK Shareholders' Equity | |||||||||||||||||||||||||
| (Unaudited) | Preferred Stock | Common Stock | Paid-in Capital | AOCL* | Retained Earnings | Treasury Stock | Noncontrolling Interests | Total Equity | ||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| January 1, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | — | — | ( | ||||||||||||||||||
Preferred stock dividends - $ | — | — | — | — | — | — | — | — | ||||||||||||||||||
| Common stock issued | — | — | ( | — | — | — | ( | |||||||||||||||||||
Common stock dividends - $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Repurchase of common stock | — | — | — | — | — | ( | — | ( | ||||||||||||||||||
| EnLink Acquisition | — | — | — | — | ( | |||||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Other, net | — | — | — | ( | — | |||||||||||||||||||||
| March 31, 2025 | ( | ( | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | |||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||
| Common stock issued | — | — | — | — | — | |||||||||||||||||||||
Common stock dividends - $ | — | — | — | — | ( | — | — | ( | ||||||||||||||||||
| Delaware Basin JV Acquisition | — | — | — | — | — | ( | ( | |||||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Other, net | — | — | ( | — | ( | — | ( | ( | ||||||||||||||||||
| June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||
*Accumulated other comprehensive loss
See accompanying Notes to Consolidated Financial Statements.
10
ONEOK, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Standards Update - Changes to GAAP are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASUs) to the FASB Accounting Standards Codification. We consider the applicability and impact of all ASUs. ASUs not discussed herein or in our Annual Report were assessed and determined to be either not applicable or clarifications of ASUs previously issued. Except as discussed below, there have been no new accounting pronouncements that have become effective or have been issued that are of significance or potential significance to us during the quarter, and no material updates to recently issued standards disclosed in our Annual Report.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818), which provides guidance for the recognition, measurement, presentation and disclosure of environmental credits and environmental credit obligations. ASU 2026-02 is effective for fiscal years and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
B. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements - The following tables set forth our recurring fair value measurements as of the dates indicated:
| June 30, 2026 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total - Gross | Netting (a) | Total - Net | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Total derivative assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Total derivative liabilities | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At June 30, 2026, we held no cash and posted cash of $46 million with a counterparty, which is included in other current assets in our Consolidated Balance Sheets.
11
| December 31, 2025 | |||||||||||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total - Gross | Netting (a) | Total - Net | ||||||||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Total derivative assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||||||||||||||
| Commodity contracts | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
| Total derivative liabilities | $ | ( | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||
(a) - Derivative assets and liabilities are presented in our Consolidated Balance Sheets on a net basis. We net derivative assets and liabilities when a legally enforceable master-netting arrangement exists between the counterparty to a derivative contract and us. At December 31, 2025, we held no cash and posted cash of $4 million with a counterparty, which is included in other current assets in our Consolidated Balance Sheets.
Other Financial Instruments - The approximate fair value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings is equal to book value due to the short-term nature of these items. Our cash and cash equivalents are composed of bank and money market accounts and are classified as Level 1. Our short-term borrowings are classified as Level 2 since the estimated fair value of the short-term borrowings can be determined using significant observable market data, including interest rates and credit spreads. We have investments associated with our supplemental executive retirement plan and nonqualified deferred compensation plan that are carried at fair value and primarily are composed of mutual funds, municipal bonds and other fixed income securities classified as Level 1 and Level 2.
The book value of our consolidated long-term debt, including current maturities, was $31.5 billion and $32.0 billion at June 30, 2026, and December 31, 2025, respectively. The estimated fair value of our consolidated long-term debt, including current maturities, was $31.8 billion and $32.7 billion at June 30, 2026, and December 31, 2025, respectively. The estimated fair value of the aggregate senior notes outstanding was determined using quoted market prices for similar issues with similar terms and maturities. The estimated fair value of our consolidated long-term debt is classified as Level 2.
C. RISK-MANAGEMENT AND HEDGING ACTIVITIES USING DERIVATIVES
Risk-management Activities - We are sensitive to changes in the prices of natural gas, NGLs, Refined Products and crude oil, principally as a result of contractual terms under which these commodities are processed, purchased and sold. We are also subject to the risk of interest-rate fluctuation in the normal course of business. We use physical-forward purchases and sales and financial derivatives to secure a certain price for a portion of our natural gas, NGLs, Refined Products, condensate and crude oil purchases and sales; to reduce our exposure to commodity price and interest-rate fluctuations; and to achieve more predictable cash flows. Additionally, we may use physical-forward purchases and financial derivatives to reduce commodity price risk associated with power and natural gas used to operate our facilities. We follow established policies and procedures to assess risk and approve, monitor and report our risk-management activities. We have not used these instruments for trading purposes.
Commodity price risk - Commodity price risk refers to the risk of loss in cash flows and future earnings arising from adverse changes in the price of natural gas, NGLs, Refined Products and crude oil. We may use commodity derivative instruments to reduce the near-term commodity price risk associated with a portion of our forecasted purchases and sales of commodities. Our exposure to commodity price risk is consistent with that discussed in our Annual Report.
Interest-rate risk - We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. At June 30, 2026, and December 31, 2025, we had no
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Fair Values of Derivative Instruments - The following table sets forth the fair values of our derivative instruments presented on a gross basis as of the dates indicated:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Location in our Consolidated Balance Sheets | Assets | (Liabilities) | Assets | (Liabilities) | ||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||
| Derivatives designated as hedging instruments | ||||||||||||||||||||||||||
| Commodity contracts (a) | Other current assets | $ | $ | ( | $ | $ | ( | |||||||||||||||||||
| Other assets | ( | |||||||||||||||||||||||||
| Total derivatives designated as hedging instruments | ( | ( | ||||||||||||||||||||||||
| Derivatives not designated as hedging instruments | ||||||||||||||||||||||||||
| Commodity contracts (a) | Other current assets | ( | ( | |||||||||||||||||||||||
| Other assets | ( | |||||||||||||||||||||||||
| Total derivatives not designated as hedging instruments | ( | ( | ||||||||||||||||||||||||
| Total derivatives | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
Notional Quantities for Derivative Instruments - The following table sets forth the notional quantities for our derivative instruments, consisting of futures and swaps, held as of the dates indicated:
| June 30, 2026 | December 31, 2025 | |||||||||||||
| Net Purchased/Payor (Sold/Receiver) | ||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||
| Cash flow hedges | ||||||||||||||
| Fixed price | ||||||||||||||
- Natural gas (Bcf) | ( | ( | ||||||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | ( | ||||||||||||
| Basis | ||||||||||||||
- Natural gas (Bcf) | ( | ( | ||||||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | |||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||
| Fixed price | ||||||||||||||
- Natural gas (Bcf) | ( | ( | ||||||||||||
- NGLs, Refined Products and crude oil (MMBbl) | ( | |||||||||||||
| Basis | ||||||||||||||
- Natural gas (Bcf) | ( | |||||||||||||
| Swing Swaps | ||||||||||||||
- Natural gas (Bcf) | ( | |||||||||||||
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Cash Flow Hedges - At June 30, 2026, and December 31, 2025, the accumulated other comprehensive income (loss) relating to risk-management assets and liabilities, net of taxes, was $17 million and $19 million, respectively. Corresponding unrealized gains (losses) related to risk-management assets and liabilities at June 30, 2026, and December 31, 2025, were not material.
For the three and six months ended June 30, 2026, the unrealized change in fair value of cash flow hedges in other comprehensive income (loss) related to commodity contracts was $23 million and $(371 ) million, respectively.
The following table sets forth the effect of cash flow hedges on net income for the periods indicated:
| Derivatives in Cash Flow Hedging Relationships | Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Net Income | Three Months Ended | Six Months Ended | |||||||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||||||||
| 2026 | 2026 | |||||||||||||||||||||||||
(Millions of dollars) | ||||||||||||||||||||||||||
| Commodity contracts | Commodity sales revenues | $ | ( | $ | ( | |||||||||||||||||||||
| Cost of sales and fuel | ( | |||||||||||||||||||||||||
| Interest-rate contracts | Interest expense | ( | ( | |||||||||||||||||||||||
| Total change in fair value of cash flow hedges reclassified from accumulated other comprehensive loss into net income on derivatives | $ | ( | $ | ( | ||||||||||||||||||||||
For the three and six months ended June 30, 2025, the unrealized change in fair value of cash flow hedges in other comprehensive income (loss) related to commodity contracts and the effect of cash flow hedges on net income were not material.
Credit Risk - We monitor the creditworthiness of our counterparties and compliance with policies and limits established by our Risk Oversight and Strategy Committee. We maintain credit policies with regard to our counterparties that we believe minimize credit risk. Our policies and related credit risk are consistent with those discussed in our Annual Report.
D. DEBT
Current Maturities - At June 30, 2026, our current maturities of long-term debt consisted of $750 million, 5.55 % senior notes due November 2026.
Commercial Paper Program - At June 30, 2026, we had $899 million of commercial paper outstanding, bearing a weighted-average interest rate of 4.06 %. At December 31, 2025, we had $820 million of commercial paper outstanding, bearing a weighted-average interest rate of 3.91 %.
$3.5 Billion Credit Agreement - Our $3.5 Billion Credit Agreement is a revolving credit facility and contains certain customary conditions for borrowing, as well as customary financial, affirmative and negative covenants. Among other things, these covenants include maintaining a ratio of consolidated net indebtedness to adjusted EBITDA (EBITDA, as defined in our $3.5 Billion Credit Agreement, adjusted for all noncash items and increased for projected EBITDA from certain lender-approved capital expansion projects). In addition, adjusted EBITDA as defined in our $3.5 Billion Credit Agreement allows inclusion of the trailing 12 months of consolidated adjusted EBITDA of an acquired business. In December 2025, we completed the acquisition of a system of gas gathering assets, which allowed us to effectively extend the acquisition adjustment period under our $3.5 Billion Credit Agreement and, as a result, our leverage ratio covenant of 5.5 to 1 was extended through the quarter ending June 30, 2026, after which it will decrease to 5.0 to 1. As of June 30, 2026, we had no outstanding borrowings, our ratio of consolidated indebtedness to adjusted EBITDA was 4.1 to 1, and we were in compliance with all covenants under our $3.5 Billion Credit Agreement.
$1.2 Billion Term Loan Agreement - In April 2026, we entered into a $1.2 Billion Term Loan Agreement, which was available to be drawn in up to two borrowings within 90 days of the closing date. Borrowings under the $1.2 Billion Term Loan Agreement bear interest at Term SOFR plus an applicable margin of 95 basis points. The $1.2 Billion Term Loan Agreement matures 364 days after June 23, 2026, the date of the initial borrowing, and may be used for working capital, capital expenditures, acquisitions, mergers and for other general corporate purposes. The $1.2 Billion Term Loan Agreement allows prepayment of all or any portion outstanding, without penalty or premium, and contains substantially the same covenants as those contained in our $3.5 Billion Credit Agreement. As of June 30, 2026, we had $600 million of borrowings outstanding at an interest rate of 4.59 % under the $1.2 Billion Term Loan Agreement.
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Subsequent event - In July 2026, the remaining borrowings available under the $1.2 Billion Term Loan Agreement were fully drawn and no additional amounts may be borrowed.
Debt Extinguishments - In April 2026, we redeemed the remaining $491 million of our $500 million, 4.85 % senior notes due July 2026 at 100 % of the outstanding principal amount, plus accrued and unpaid interest, with short-term borrowings.
Debt Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. For further details on our indebtedness, see Note G of the Notes to Consolidated Financial Statements in our Annual Report.
E. EQUITY
Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors. Dividends paid on our common stock in February and May 2026 were $1.07 1.07 per share in July 2026. The quarterly common stock dividend will be paid on August 14, 2026, to shareholders of record at the close of business on August 3, 2026.
F. VARIABLE INTEREST ENTITIES
Consolidated Variable Interest Entities (VIEs) - As of June 30, 2026, our consolidated VIEs consist of OWM, MBTC Pipeline and Ascension. We are the managing member of each entity. These entities are VIEs because the nonmanaging member does not have substantive rights (except in the case of default and other triggering events) to remove us as the managing member or participating rights over the managing member. As the managing member, we are the primary beneficiary because we control the decisions that most significantly impact these entities.
In January 2026, we entered into an agreement to form OWM, which owns natural gas gathering and processing assets in Wyoming. Pursuant to the agreement, our joint venture partner holds a put right, which, if exercised, would require us to purchase all of the outstanding interests in OWM, beginning on the fourth anniversary of closing, at a contractually determined put price. As the put right is outside of our control, we recorded redeemable noncontrolling interests classified as temporary equity in our Consolidated Balance Sheets.
As of December 31, 2025, the assets and liabilities of our consolidated VIEs were not material. The following table presents the balance sheet information for the assets and liabilities that are only for the use or obligation of our consolidated VIEs, which were included in our Consolidated Balance Sheets as of June 30, 2026:
| June 30, 2026 | ||||||||
| (Millions of dollars) | ||||||||
| Assets: | ||||||||
| Cash and cash equivalents | $ | |||||||
| Accounts receivable, net | $ | |||||||
| Other current assets | $ | |||||||
| Net property, plant and equipment | $ | |||||||
| Liabilities: | ||||||||
| Accounts payable | $ | |||||||
| Other deferred credits | $ | |||||||
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G. EARNINGS PER SHARE
The following tables set forth the computation of basic and diluted EPS for the periods indicated:
| Three Months Ended June 30, 2026 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
| Three Months Ended June 30, 2025 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
| Six Months Ended June 30, 2026 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
| Six Months Ended June 30, 2025 | |||||||||||||||||
| Income | Shares | Per Share Amount | |||||||||||||||
| (Millions, except per share amounts) | |||||||||||||||||
| Basic EPS | |||||||||||||||||
| Net income attributable to ONEOK available for common stock | $ | $ | |||||||||||||||
| Diluted EPS | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Net income attributable to ONEOK available for common stock and common stock equivalents | $ | $ | |||||||||||||||
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H. UNCONSOLIDATED AFFILIATES
Equity in Net Earnings from Investments and Impairments - The following table sets forth our equity in net earnings from investments for the periods indicated:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||
| Northern Border | $ | $ | $ | $ | |||||||||||||||||||
| Overland Pass | |||||||||||||||||||||||
| Matterhorn | |||||||||||||||||||||||
| Saddlehorn | |||||||||||||||||||||||
| Roadrunner | |||||||||||||||||||||||
| BridgeTex | |||||||||||||||||||||||
| Powder Springs | ( | ( | |||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | |||||||||||||||||||
| Impairment of equity investments | $ | $ | $ | ( | $ | ||||||||||||||||||
We incurred expenses in transactions with unconsolidated affiliates of $70 million and $96 million for the three months ended June 30, 2026 and 2025, respectively, and $145 million and $176 million for the six months ended June 30, 2026 and 2025, respectively, related primarily to Overland Pass, Matterhorn and Northern Border. Revenue earned and accounts receivable from, and accounts payable to, our unconsolidated affiliates were not material.
We are the operator of Roadrunner, BridgeTex, Saddlehorn and Powder Springs. In each case, we have operating agreements that provide for reimbursement or payment to us for management services and certain operating costs. Reimbursements and payments included in operating income in our Consolidated Statements of Income for all periods presented were not material.
For the six months ended June 30, 2026, we made equity contributions to Texas City Logistics, Eiger and Matterhorn of $149 million, $100 million and $72 million, respectively, which, in combination with contributions from our joint venture partners, were primarily used for funding capital projects.
Impairment Charges - In the first quarter of 2026, we evaluated and concluded that the full carrying value of our 50 % investment in Powder Springs in our Refined Products and Crude segment was not recoverable and recorded a noncash impairment charge of $60 million, which included $52 million related to a basis difference associated with property, plant and equipment and equity-method goodwill. This impairment charge is reported within impairment of equity investments in our Consolidated Statements of Income. The estimated fair value of the equity investment is classified as Level 3. Our accounting policies for evaluating and testing our equity-method investments in unconsolidated affiliates for impairment are consistent with those discussed in Note A of the Notes to Consolidated Financial Statements in our Annual Report.
I. COMMITMENTS AND CONTINGENCIES
Regulatory, Environmental and Safety Matters - The operation of pipelines, terminals, plants and other facilities for the gathering, processing, fractionation, transportation and storage of products is subject to numerous and complex laws and regulations pertaining to health, safety and the environment. As an owner and/or operator of these facilities, we must comply with laws and regulations that relate to air and water quality, hazardous and solid waste management and disposal, cultural resource protection and other environmental and safety matters. The cost of planning, designing, constructing and operating pipelines, terminals, plants and other facilities must incorporate compliance with these laws, regulations and safety standards. Failure to comply with these laws and regulations may trigger a variety of administrative, civil and potentially criminal enforcement measures, including citizen suits, which can include the assessment of monetary penalties, the imposition of remedial requirements and the issuance of injunctions or restrictions on operation or construction. Management does not believe that, based on currently known information, a material risk of noncompliance with these laws and regulations exists that will adversely affect our consolidated results of operations, financial condition or cash flows.
Legal Proceedings - We are a party to various legal proceedings that have arisen in the normal course of our operations. While the results of these proceedings cannot be predicted with certainty, we believe the reasonably possible losses from such proceedings, individually and in the aggregate, are not material. Additionally, we believe the probable final outcome of such proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows.
17
J. REVENUES
Contract Assets and Contract Liabilities - Our contract asset balances at the beginning and end of the period were not material. Our contract liabilities at the beginning and end of the period primarily related to deferred revenue on Refined Products and crude oil transportation contracts, NGL storage contracts and contributions in aid of construction received from customers, which were not material.
Receivables from Customer and Revenue Disaggregation - Substantially all of the balances in accounts receivable on our Consolidated Balance Sheets at June 30, 2026, and December 31, 2025, related to customer receivables. Revenue sources are disaggregated in Note K.
Unsatisfied Performance Obligations - We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) variable consideration on contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.
The following table presents aggregate value allocated to unsatisfied performance obligations as of June 30, 2026, and the amounts we expect to recognize in revenue in future periods, related primarily to firm transportation and storage contracts with remaining contract terms ranging from one month to 23 years.
| Expected Period of Recognition in Revenue | (Millions of dollars) | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 and beyond | ||||||||
| Total | $ | |||||||
The table above excludes variable consideration allocated entirely to wholly unsatisfied performance obligations, wholly unsatisfied promises to transfer distinct goods or services that are part of a single performance obligation and consideration we determine to be fully constrained. The amounts we determined to be fully constrained relate to future sales obligations under long-term sales contracts where the value is not known and certain minimum volume agreements, which we consider to be fully constrained until invoiced.
K. SEGMENTS
Segment Descriptions - Our operations are divided into four reportable business segments, as follows:
•our Natural Gas Gathering and Processing segment gathers, compresses, treats, processes and markets natural gas;
•our Natural Gas Liquids segment gathers, treats, fractionates, transports, stores, markets and distributes NGLs;
•our Natural Gas Pipelines segment transports, stores and markets natural gas; and
•our Refined Products and Crude segment gathers, transports, stores, distributes, blends and markets Refined Products and crude oil.
Other and eliminations consist of corporate costs, the operating activities of our headquarters building and related parking facility, the activity of our wholly owned captive insurance company and eliminations necessary to reconcile our reportable segments to our Consolidated Financial Statements.
The significant expense categories and amounts included in the tables below align with the segment-level information that is regularly provided to the chief operating decision-maker. Total assets by segment is excluded from the tables below as that information is not regularly provided to the chief operating decision-maker.
18
Operating Segment Information - The following tables set forth certain selected financial information for our operating segments for the periods indicated:
| Three Months Ended June 30, 2026 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | ( | ( | |||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $1.5 billion for the Natural Gas Gathering and Processing segment, $0.4 billion for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.
| Three Months Ended June 30, 2026 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | |||||||||||||
| Residue natural gas sales | ( | ||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||
| Transportation and storage revenue | ( | ||||||||||||||||
| Other revenue | ( | ||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | |||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | ||||||||||||
| Operating costs | $ | ( | $ | ( | $ | ( | |||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | |||||||||||
| Equity in net earnings from investments | $ | $ | $ | ||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
19
| Three Months Ended June 30, 2025 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three Months Ended June 30, 2025 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | |||||||||||||
| Residue natural gas sales | ( | ||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||
| Transportation and storage revenue | ( | ||||||||||||||||
| Other revenue | ( | ||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | |||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | ||||||||||||
| Operating costs | $ | ( | $ | $ | ( | ||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | |||||||||||
| Equity in net earnings from investments | $ | $ | $ | ||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
20
| Six Months Ended June 30, 2026 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Impairment of equity investments | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $2.5 billion for the Natural Gas Gathering and Processing segment, $0.7 billion for the Natural Gas Liquids segment and were not material for the Refined Products and Crude and Natural Gas Pipelines segments.
| Six Months Ended June 30, 2026 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | |||||||||||||
| Residue natural gas sales | ( | ||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||
| Transportation and storage revenue | ( | ||||||||||||||||
| Other revenue | ( | ||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | |||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | ||||||||||||
| Operating costs | $ | ( | $ | ( | $ | ( | |||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | |||||||||||
| Equity in net earnings from investments | $ | $ | $ | ||||||||||||||
| Impairment of equity investments | $ | ( | $ | $ | ( | ||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | ||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||
(a) - Substantially all of our revenues are related to contracts with customers.
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| Six Months Ended June 30, 2025 | Natural Gas Gathering and Processing | Natural Gas Liquids | Natural Gas Pipelines | Refined Products and Crude | Total Segments | ||||||||||||||||||||||||
| (Millions of dollars) | |||||||||||||||||||||||||||||
| Liquids commodity sales | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Residue natural gas sales | |||||||||||||||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||||||||||||||
| Transportation and storage revenue | |||||||||||||||||||||||||||||
| Other revenue | |||||||||||||||||||||||||||||
| Total revenues (a) | |||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Operating costs | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | |||||||||||||||||||||||||||||
| Noncash compensation expense and other | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Equity in net earnings from investments | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(a) - Intersegment revenues are primarily from commodity sales, which are based on the contracted selling price that is generally index-based and settled monthly. Intersegment revenues totaled $1.3 billion for the Natural Gas Gathering and Processing segment, $1.0 billion for the Natural Gas Liquids segment, $0.2 billion for the Refined Products and Crude segment and were not material for the Natural Gas Pipelines segment.
| Six Months Ended June 30, 2025 | Total Segments | Other and Eliminations | Total | ||||||||||||||
| (Millions of dollars) | |||||||||||||||||
| Reconciliations of total segments to consolidated | |||||||||||||||||
| Liquids commodity sales | $ | $ | ( | $ | |||||||||||||
| Residue natural gas sales | ( | ||||||||||||||||
| Exchange services and natural gas gathering and processing revenue | |||||||||||||||||
| Transportation and storage revenue | ( | ||||||||||||||||
| Other revenue | ( | ||||||||||||||||
| Total revenues (a) | $ | $ | ( | $ | |||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | $ | ( | $ | $ | ( | ||||||||||||
| Operating costs | $ | ( | $ | ( | $ | ( | |||||||||||
| Depreciation and amortization | $ | ( | $ | ( | $ | ( | |||||||||||
| Equity in net earnings from investments | $ | $ | $ | ||||||||||||||
| Investments in unconsolidated affiliates | $ | $ | $ | ||||||||||||||
| Capital expenditures | $ | $ | $ | ||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| Reconciliation of income before income taxes to total segment adjusted EBITDA | (Millions of dollars) | |||||||||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Interest expense, net of capitalized interest | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||
Adjusted EBITDA from unconsolidated affiliates | ||||||||||||||||||||||||||||||||
| Equity in net earnings from investments | ( | ( | ( | ( | ||||||||||||||||||||||||||||
| Impairment of equity investments | ||||||||||||||||||||||||||||||||
| Noncash compensation expense and other (a) | ||||||||||||||||||||||||||||||||
| Corporate other (a) | ( | |||||||||||||||||||||||||||||||
| Total segment adjusted EBITDA | $ | $ | $ | $ | ||||||||||||||||||||||||||||
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our unaudited Consolidated Financial Statements and the Notes to Consolidated Financial Statements in this Quarterly Report, as well as our Annual Report.
RECENT DEVELOPMENTS
Please refer to the “Financial Results and Operating Information” and “Liquidity and Capital Resources” sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information.
Business Update and Market Conditions - Earnings increased in the second quarter of 2026, compared with the second quarter of 2025, due primarily to higher NGL, Refined Products and natural gas volumes and higher optimization and marketing activity.
Geopolitical conditions in the Middle East continue to impact our industry and contributed to a volatile commodity price environment for the six months ended June 30, 2026. These conditions highlight the importance of a reliable energy supply and infrastructure that support the United States economy and national security. We operate an integrated, reliable, resilient and regionally diversified network of gathering, processing, fractionation, transportation, storage and marine export assets connecting supply in the Rocky Mountain, Mid-Continent, Permian and Gulf Coast regions with key market centers. Our assets are well positioned to provide midstream services to producers and end-use markets to help meet domestic and international energy demand.
Each of our four reportable segments is primarily fee-based, and we expect our consolidated earnings to be approximately 90% fee-based in 2026. Our fee-based earnings are primarily supported by long-term contracts with investment-grade counterparties, including minimum volume commitments and take-or-pay agreements. While we remain well positioned to reduce downside exposure to commodity price volatility, we may use our integrated midstream network to capture product, location and seasonal price differentials in our optimization and marketing businesses as we deliver volumes to where they are needed most.
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Capital Projects - Our primary capital projects are outlined in the table below:
| Project | Scope | Approximate Cost (a) | Expected Completion | ||||||||
| Natural Gas Gathering and Processing | (In millions) | ||||||||||
Bighorn plant | 300 MMcf/d processing plant with carbon dioxide treater in the Permian Basin | $365 | Mid-2027 | ||||||||
| Natural Gas Liquids | |||||||||||
Medford fractionator | Rebuild our 210 MBbl/d NGL fractionation facility in Medford, Oklahoma | $485 | (b) | ||||||||
Texas City Logistics export terminal (c) | 400 MBbl/d liquified petroleum gas export terminal in Texas City, Texas | $700 | Early 2028 | ||||||||
| MBTC Pipeline | 24-inch pipeline from Mont Belvieu, Texas, storage facility to the new Texas City, Texas, export terminal | $280 | Early 2028 | ||||||||
| Natural Gas Pipelines | |||||||||||
| Eiger Express Pipeline (c) | 450-mile, 48-inch natural gas pipeline from the Permian Basin to Katy, Texas, with capacity of 3.7 Bcf/d | $350 | Mid-2028 | ||||||||
| Refined Products and Crude | |||||||||||
Greater Denver pipeline expansion | Increase total system capacity by 35 MBbl/d with additional expansion opportunities | $480 | Third Quarter 2026 | ||||||||
(a) - Excludes capitalized interest/AFUDC. For our Texas City Logistics, MBTC Pipeline and Eiger joint venture projects, the amounts presented exclude capital contributions from the other joint venture members.
(b) - This project is expected to be completed in two phases, with the first phase of 100 MBbl/d completed in the fourth quarter of 2026, and the second phase of 110 MBbl/d completed in the first quarter of 2027.
(c) - Our investments in Texas City Logistics and Eiger are accounted for using the equity method. Spending on these projects is recorded as contributions to unconsolidated affiliates.
In our Natural Gas Gathering and Processing segment, we completed the relocation of a 150 MMcf/d processing plant to the Permian Basin from North Texas, which went into service in the first quarter of 2026.
For a discussion of our capital expenditure financing, see “Capital Expenditures” in the “Liquidity and Capital Resources” section.
Debt Extinguishments - In April 2026, we redeemed the remaining $491 million of our $500 million, 4.85% senior notes due July 2026 at 100% of the outstanding principal amount, plus accrued and unpaid interest, with short-term borrowings.
$1.2 Billion Term Loan Agreement - In April 2026, we entered into a $1.2 Billion Term Loan Agreement, which was available to be drawn in up to two borrowings within 90 days of the closing date. Borrowings under the $1.2 Billion Term Loan Agreement bear interest at Term SOFR plus an applicable margin of 95 basis points. The $1.2 Billion Term Loan Agreement matures 364 days after June 23, 2026, the date of the initial borrowing, and may be used for working capital, capital expenditures, acquisitions, mergers and for other general corporate purposes. The $1.2 Billion Term Loan Agreement allows prepayment of all or any portion outstanding, without penalty or premium, and contains substantially the same covenants as those contained in our $3.5 Billion Credit Agreement. As of June 30, 2026, we had $600 million of borrowings outstanding at an interest rate of 4.59% under the $1.2 Billion Term Loan Agreement. In July 2026, the remaining borrowings available under the $1.2 Billion Term Loan Agreement were fully drawn and no additional amounts may be borrowed.
Dividends - In February and May 2026, we paid a quarterly common stock dividend of $1.07 per share ($4.28 per share on an annualized basis), an increase of 4% compared with the same quarters in the prior year. Our dividend growth is due primarily to the increase in cash flows resulting from the growth of our operations. We declared a quarterly common stock dividend of $1.07 per share in July 2026. The quarterly common stock dividend will be paid on August 14, 2026, to shareholders of record at the close of business on August 3, 2026.
FINANCIAL RESULTS AND OPERATING INFORMATION
How We Evaluate Our Operations
Management uses a variety of financial and operating metrics to analyze our performance. Our consolidated financial metrics include: (1) operating income; (2) net income; (3) diluted EPS; and (4) adjusted EBITDA. We evaluate segment operating results using adjusted EBITDA and our operating metrics, which include various volume and rate statistics that are relevant for the respective segment. These operating metrics allow investors to analyze the various components of segment financial results in terms of volumes and rate/price. Management uses these metrics to analyze historical segment financial results and as the
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key inputs for forecasting and budgeting segment financial results. For additional information on our operating metrics, see the respective segment subsections of this “Financial Results and Operating Information” section.
Non-GAAP Financial Measures - Adjusted EBITDA is a non-GAAP measure of our financial performance. Adjusted EBITDA is defined as net income adjusted for interest expense, depreciation and amortization, noncash impairment charges, income taxes, noncash compensation expense and certain other noncash items. Our calculation includes adjusted EBITDA related to our unconsolidated affiliates using the same recognition and measurement methods used to record equity in net earnings from investments. Adjusted EBITDA from our unconsolidated affiliates is calculated consistently with the definition above and excludes items such as interest expense, depreciation and amortization, income taxes and other noncash items. Although the amounts related to our unconsolidated affiliates are included in the calculation of adjusted EBITDA, such inclusion should not be understood to imply that we have control over the operations and resulting revenues, expenses or cash flows of such unconsolidated affiliates.
We believe this non-GAAP financial measure is useful to investors because it and similar measures are used by many companies in our industry as a measurement of financial performance and is commonly employed by financial analysts and others to evaluate our financial performance and to compare financial performance among companies in our industry. Adjusted EBITDA should not be considered an alternative to net income, EPS or any other measure of financial performance presented in accordance with GAAP. Additionally, this calculation may not be comparable with similarly titled measures of other companies. See reconciliation of net income to adjusted EBITDA in the “Non-GAAP Financial Measures” subsection.
Consolidated Operations
Selected Financial Results - The following table sets forth certain selected financial results for the periods indicated:
| Three Months Ended | Six Months Ended | Three Months | Six Months | ||||||||||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | 2026 vs. 2025 | 2026 vs. 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | |||||||||||||||||||||||||||||||||||||||||
| (Millions of dollars, except per share amounts) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||||||||||||||||||||
| Commodity sales | $ | 10,814 | $ | 6,726 | $ | 19,259 | $ | 13,638 | 4,088 | 5,621 | |||||||||||||||||||||||||||||||||||||
| Services and other | 1,235 | 1,161 | 2,408 | 2,292 | 74 | 116 | |||||||||||||||||||||||||||||||||||||||||
| Total revenues | 12,049 | 7,887 | 21,667 | 15,930 | 4,162 | 5,737 | |||||||||||||||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of items shown separately below) | 9,242 | 5,360 | 16,295 | 11,015 | 3,882 | 5,280 | |||||||||||||||||||||||||||||||||||||||||
| Operating costs | 823 | 706 | 1,569 | 1,458 | 117 | 111 | |||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 387 | 368 | 765 | 748 | 19 | 17 | |||||||||||||||||||||||||||||||||||||||||
| Transaction costs | 4 | 22 | 11 | 64 | (18) | (53) | |||||||||||||||||||||||||||||||||||||||||
| Other operating expense (income), net | — | — | 6 | (6) | — | (12) | |||||||||||||||||||||||||||||||||||||||||
| Operating income | $ | 1,593 | $ | 1,431 | $ | 3,021 | $ | 2,651 | 162 | 370 | |||||||||||||||||||||||||||||||||||||
| Equity in net earnings from investments | $ | 103 | $ | 81 | $ | 192 | $ | 189 | 22 | 3 | |||||||||||||||||||||||||||||||||||||
| Impairment of equity investments | $ | — | $ | — | $ | (60) | $ | — | — | (60) | |||||||||||||||||||||||||||||||||||||
| Interest expense, net of capitalized interest | $ | (434) | $ | (438) | $ | (873) | $ | (880) | (4) | (7) | |||||||||||||||||||||||||||||||||||||
| Net income | $ | 967 | $ | 853 | $ | 1,743 | $ | 1,544 | 114 | 199 | |||||||||||||||||||||||||||||||||||||
| Net income attributable to ONEOK | $ | 966 | $ | 841 | $ | 1,740 | $ | 1,477 | 125 | 263 | |||||||||||||||||||||||||||||||||||||
| Diluted EPS | $ | 1.53 | $ | 1.34 | $ | 2.75 | $ | 2.38 | 0.19 | 0.37 | |||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 2,121 | $ | 1,981 | $ | 4,118 | $ | 3,756 | 140 | 362 | |||||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | 613 | $ | 749 | $ | 1,477 | $ | 1,378 | (136) | 99 | |||||||||||||||||||||||||||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.
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Operating income increased $162 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•Natural Gas Gathering and Processing - an increase of $2 million due primarily to higher volumes across all regions and higher realized condensate prices, net of hedging, offset partially by higher operating costs.
•Natural Gas Liquids - a decrease of $16 million due primarily to higher operating costs and lower transportation and storage volumes, offset partially by higher optimization and marketing and higher exchange services.
•Natural Gas Pipelines - an increase of $94 million due primarily to higher optimization and marketing and higher firm transportation revenue.
•Refined Products and Crude - an increase of $77 million due primarily to higher Refined Products volumes and rates, and higher crude marketing earnings, offset partially by higher operating costs.
Operating income increased $370 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•Natural Gas Gathering and Processing - a decrease of $37 million due primarily to lower realized NGL and natural gas prices, net of hedging, offset partially by higher volumes across all regions.
•Natural Gas Liquids - an increase of $58 million due primarily to higher optimization and marketing and higher exchange services, offset partially by higher operating costs.
•Natural Gas Pipelines - an increase of $199 million due primarily to higher optimization and marketing and higher firm transportation revenue.
•Refined Products and Crude - an increase of $103 million due primarily to higher Refined Products volumes and rates, and higher crude marketing earnings, offset partially by higher operating costs.
•Consolidated Transaction Costs - a decrease of $53 million due primarily to higher transaction costs in 2025 related to the EnLink Acquisition.
Net income and diluted EPS increased for the three months ended June 30, 2026, compared with the same period in 2025, due primarily to the items discussed above and higher equity in net earnings from investments, offset partially by higher income taxes.
Net income and diluted EPS increased for the six months ended June 30, 2026, compared with the same period in 2025, due primarily to the items discussed above, offset partially by a noncash impairment charge related to our 50% investment in Powder Springs in our Refined Products and Crude segment during the first quarter of 2026, and higher income taxes.
Capital expenditures decreased for the three months ended June 30, 2026, and increased for the six months ended June 30, 2026, compared with the same periods in 2025, due primarily to the timing of payments on our large capital projects. Please refer to the “Recent Developments” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report for additional information on our capital projects.
Additional information regarding our financial results and operating information is provided in the following discussion for each of our segments.
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Natural Gas Gathering and Processing
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Gathering and Processing segment for the periods indicated:
| Three Months Ended | Six Months Ended | Three Months | Six Months | |||||||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||||||||||||||
| NGL and condensate sales | $ | 1,433 | $ | 1,100 | $ | 2,459 | $ | 2,327 | 333 | 132 | ||||||||||||||||||||||||||||||||||
| Residue natural gas sales | 171 | 449 | 882 | 1,147 | (278) | (265) | ||||||||||||||||||||||||||||||||||||||
| Gathering, compression, dehydration and processing fees and other revenue | 274 | 299 | 534 | 571 | (25) | (37) | ||||||||||||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (1,079) | (1,082) | (2,372) | (2,538) | (3) | (166) | ||||||||||||||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (251) | (229) | (487) | (479) | 22 | 8 | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 1 | 1 | 2 | 3 | — | (1) | ||||||||||||||||||||||||||||||||||||||
| Other | (3) | 2 | (5) | — | (5) | (5) | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 546 | $ | 540 | $ | 1,013 | $ | 1,031 | 6 | (18) | ||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | 185 | $ | 341 | $ | 502 | $ | 582 | (156) | (80) | ||||||||||||||||||||||||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.
Adjusted EBITDA increased $6 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $20 million from higher volumes due to increased production in all regions; and
•an increase of $13 million due primarily to higher realized condensate prices, net of hedging, offset partially by lower realized NGL prices, net of hedging; offset by
•an increase of $22 million in operating costs due primarily to a $13 million methane fee accrual reversed in 2025 due to regulatory changes and $11 million of higher outside services related to the timing of projects.
Adjusted EBITDA decreased $18 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•a decrease of $53 million due primarily to lower realized NGL and natural gas prices, net of hedging, offset partially by higher realized condensate prices, net of hedging; and
•an increase of $8 million in operating costs due primarily to the growth of our operations; offset by
•an increase of $49 million from higher volumes due to increased production in all regions.
Capital expenditures decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to the timing of payments on capital projects and the completion of the Permian Basin plant relocation project that was placed in service during the first quarter of 2026.
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
Operating Information | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Natural gas processed (MMcf/d) (a) | 5,707 | 5,573 | 5,585 | 5,412 | ||||||||||||||||
(a) - Included volumes for consolidated entities and volumes we processed at company-owned and third-party facilities.
Our natural gas processed volumes increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due to increased production in all regions.
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Natural Gas Liquids
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Liquids segment for the periods indicated:
| Three Months Ended | Six Months Ended | Three Months | Six Months | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| NGL and condensate sales | $ | 4,433 | $ | 3,740 | $ | 7,914 | $ | 7,852 | 693 | 62 | ||||||||||||||||||||||
| Exchange services and other revenues | 110 | 97 | 205 | 202 | 13 | 3 | ||||||||||||||||||||||||||
| Transportation and storage revenues | 50 | 34 | 120 | 85 | 16 | 35 | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (3,746) | (3,030) | (6,514) | (6,487) | 716 | 27 | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (213) | (195) | (412) | (398) | 18 | 14 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 26 | 22 | 53 | 50 | 4 | 3 | ||||||||||||||||||||||||||
| Other | (1) | 5 | (1) | 4 | (6) | (5) | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 659 | $ | 673 | $ | 1,365 | $ | 1,308 | (14) | 57 | ||||||||||||||||||||||
| Capital expenditures | $ | 202 | $ | 135 | $ | 512 | $ | 306 | 67 | 206 | ||||||||||||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.
Adjusted EBITDA decreased $14 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $18 million in operating costs due primarily to $9 million of higher employee-related costs and $8 million of higher outside services associated with the growth of our operations; and
•a decrease of $6 million in transportation and storage due primarily to lower volumes; offset by
•an increase of $11 million in optimization and marketing due primarily to higher earnings on sales of Purity NGLs held in inventory; and
•an increase of $2 million in exchange services due primarily to:
◦$28 million of higher volumes across our system;
◦$12 million of higher transportation and fractionation costs;
◦$11 million due primarily to fewer product price differentials captured.
Adjusted EBITDA increased $57 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $53 million in optimization and marketing due primarily to higher earnings on sales of Purity NGLs held in inventory; and
•an increase of $26 million in exchange services due primarily to:
◦$119 million of higher volumes across our system;
◦$71 million of lower average fee rates and narrower product price differentials in the Gulf Coast/Permian and Mid-Continent regions;
◦$23 million of higher transportation and fractionation costs;
•an increase of $14 million in operating costs due primarily to the growth of our operations; and
•a decrease of $6 million in transportation and storage due primarily to lower volumes.
Capital expenditures increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to the Medford fractionator rebuild project and the MBTC Pipeline.
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| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
| Operating Information | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Raw feed throughput (MBbl/d) (a) | 1,630 | 1,527 | 1,562 | 1,411 | ||||||||||||||||
Average Conway-to-Mont Belvieu Oil Price Information Service price differential - ethane in ethane/propane mix ($/gallon) | $ | 0.03 | $ | 0.02 | $ | 0.02 | $ | 0.01 | ||||||||||||
(a) - Represents physical raw feed volumes for which we provided transportation and/or fractionation services.
We generally expect ethane volumes to increase or decrease with corresponding increases or decreases in overall NGL production. However, ethane volumes may experience growth or decline greater than corresponding growth or decline in overall NGL production due to ethane economics causing producers to recover or reject ethane.
Volumes increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to higher production in all regions across our system. The three months ended June 30, 2026, also benefited from higher ethane recovery in the Rocky Mountain and Mid-Continent regions.
Natural Gas Pipelines
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Natural Gas Pipelines segment for the periods indicated:
| Three Months Ended | Six Months Ended | Three Months | Six Months | |||||||||||||||||||||||||||||||||||||||||
| June 30, | June 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||||||||||||||
| Transportation revenues | $ | 123 | $ | 104 | $ | 246 | $ | 204 | 19 | 42 | ||||||||||||||||||||||||||||||||||
| Storage revenues | 47 | 45 | 95 | 89 | 2 | 6 | ||||||||||||||||||||||||||||||||||||||
| Residue natural gas sales and other revenues | 279 | 256 | 734 | 576 | 23 | 158 | ||||||||||||||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (156) | (219) | (466) | (480) | (63) | (14) | ||||||||||||||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (62) | (53) | (119) | (104) | 9 | 15 | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 72 | 55 | 150 | 116 | 17 | 34 | ||||||||||||||||||||||||||||||||||||||
| Other | (6) | — | (4) | (1) | (6) | (3) | ||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 297 | $ | 188 | $ | 636 | $ | 400 | 109 | 236 | ||||||||||||||||||||||||||||||||||
| Capital expenditures | $ | 15 | $ | 52 | $ | 61 | $ | 114 | (37) | (53) | ||||||||||||||||||||||||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.
Adjusted EBITDA increased $109 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $77 million in optimization and marketing activity due primarily to favorable price differentials between the Waha Hub and Katy, Texas, markets;
•an increase of $19 million in transportation services due primarily to higher firm transportation revenue; and
•an increase of $17 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher earnings on Northern Border and Matterhorn.
Adjusted EBITDA increased $236 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $169 million in optimization and marketing activity due primarily to favorable price differentials between the Waha Hub and Katy, Texas, markets;
•an increase of $42 million in transportation services due primarily to higher firm transportation revenue; and
•an increase of $34 million in adjusted EBITDA from unconsolidated affiliates due primarily to higher earnings on Northern Border and Matterhorn.
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Capital expenditures decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to the timing of growth projects.
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
| Operating Information (a) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Natural gas transportation capacity contracted (MDth/d) | 7,735 | 7,206 | 7,786 | 7,254 | ||||||||||||||||
| Transportation capacity contracted | 92 | % | 90 | % | 92 | % | 90 | % | ||||||||||||
Our natural gas transportation capacity contracted increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to expansion projects and increased volumes contracted.
Refined Products and Crude
Selected Financial Results and Operating Information - The following tables set forth certain selected financial results and operating information for our Refined Products and Crude segment for the periods indicated:
| Three Months Ended | Six Months Ended | Three Months | Six Months | |||||||||||||||||||||||||||||
| June 30, | June 30, | 2026 vs. 2025 | 2026 vs. 2025 | |||||||||||||||||||||||||||||
| Financial Results | 2026 | 2025 | 2026 | 2025 | $ Increase (Decrease) | $ Increase (Decrease) | ||||||||||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||||||||||||||
| Product sales | $ | 6,485 | $ | 2,316 | $ | 10,613 | $ | 4,217 | 4,169 | 6,396 | ||||||||||||||||||||||
| Transportation revenues | 452 | 425 | 867 | 834 | 27 | 33 | ||||||||||||||||||||||||||
| Storage, terminals and other revenues | 197 | 167 | 370 | 325 | 30 | 45 | ||||||||||||||||||||||||||
| Cost of sales and fuel (exclusive of depreciation and operating costs) | (6,268) | (2,175) | (10,320) | (4,010) | 4,093 | 6,310 | ||||||||||||||||||||||||||
| Operating costs, excluding noncash compensation adjustments | (258) | (210) | (478) | (427) | 48 | 51 | ||||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 35 | 34 | 59 | 82 | 1 | (23) | ||||||||||||||||||||||||||
| Other | (16) | — | 8 | 7 | (16) | 1 | ||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 627 | $ | 557 | $ | 1,119 | $ | 1,028 | 70 | 91 | ||||||||||||||||||||||
| Impairment of equity investments | $ | — | $ | — | $ | 60 | $ | — | — | 60 | ||||||||||||||||||||||
| Capital expenditures | $ | 191 | $ | 184 | $ | 371 | $ | 325 | 7 | 46 | ||||||||||||||||||||||
Changes in commodity prices and sales volumes affect both revenues and cost of sales and fuel in our Consolidated Statements of Income and, therefore, the impact is largely offset between these line items.
Adjusted EBITDA increased $70 million for the three months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $79 million in transportation and storage due primarily to higher Refined Products volumes and rates; and
•an increase of $40 million in optimization and marketing due primarily to $48 million of higher crude marketing earnings, offset partially by $8 million due to lower liquids blending earnings; offset by
•an increase of $48 million in operating costs due primarily to $14 million of higher outside services related to the timing of projects, $13 million of higher employee-related costs and $9 million of higher property taxes associated with the growth of our operations.
Adjusted EBITDA increased $91 million for the six months ended June 30, 2026, compared with the same period in 2025, primarily as a result of the following:
•an increase of $108 million in transportation and storage due primarily to higher Refined Products volumes and rates; and
•an increase of $64 million in optimization and marketing due primarily to $81 million of higher crude marketing earnings, offset partially by $17 million due to lower liquids blending earnings; offset by
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•an increase of $51 million in operating costs due primarily to $17 million of higher employee-related costs associated with the growth of our operations, $16 million of higher outside services related to the timing of projects and $10 million of higher property taxes associated with the growth of our operations; and
•a decrease of $23 million in adjusted EBITDA from unconsolidated affiliates due primarily to losses on Powder Springs.
During the first quarter of 2026, we recorded a noncash impairment charge of $60 million related to our 50% investment in Powder Springs. For additional information on our impairment charge, see Note H of the Notes to Consolidated Financial Statements in this Quarterly Report.
Capital expenditures increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to our routine and large capital projects, including our greater Denver pipeline expansion project.
| Three Months Ended | Six Months Ended | |||||||||||||||||||
| June 30, | June 30, | |||||||||||||||||||
Operating Information (a) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||
Refined Products volumes shipped (MBbl/d) | 1,629 | 1,503 | 1,598 | 1,452 | ||||||||||||||||
Crude oil volumes shipped (MBbl/d) | 1,766 | 1,782 | 1,690 | 1,814 | ||||||||||||||||
(a) - Included volumes for consolidated entities only.
Refined Products volumes shipped increased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to increased marketing affiliate volumes and regional market dynamics that impact demand on our system including timing of refinery disruptions.
Crude oil volumes shipped decreased for the three and six months ended June 30, 2026, compared with the same periods in 2025, due primarily to lower volumes associated with low-margin, short-haul movements and further integration of our assets.
Non-GAAP Financial Measures
The following table sets forth a reconciliation of net income, the nearest comparable GAAP financial performance measure, to adjusted EBITDA for the periods indicated:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||||||||
| (Unaudited) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Reconciliation of net income to adjusted EBITDA | (Millions of dollars) | ||||||||||||||||||||||||||||
| Net income | $ | 967 | $ | 853 | $ | 1,743 | $ | 1,544 | |||||||||||||||||||||
| Interest expense, net of capitalized interest | 434 | 438 | 873 | 880 | |||||||||||||||||||||||||
| Depreciation and amortization | 387 | 368 | 765 | 748 | |||||||||||||||||||||||||
| Income taxes | 299 | 260 | 544 | 457 | |||||||||||||||||||||||||
| Adjusted EBITDA from unconsolidated affiliates | 134 | 113 | 264 | 252 | |||||||||||||||||||||||||
| Equity in net earnings from investments | (103) | (81) | (192) | (189) | |||||||||||||||||||||||||
| Impairment of equity investments | — | — | 60 | — | |||||||||||||||||||||||||
| Noncash compensation expense and other (a) | 3 | 30 | 61 | 64 | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 2,121 | $ | 1,981 | $ | 4,118 | $ | 3,756 | |||||||||||||||||||||
| Reconciliation of segment adjusted EBITDA to adjusted EBITDA | |||||||||||||||||||||||||||||
| Segment adjusted EBITDA: | |||||||||||||||||||||||||||||
| Natural Gas Gathering and Processing | $ | 546 | $ | 540 | $ | 1,013 | $ | 1,031 | |||||||||||||||||||||
| Natural Gas Liquids | 659 | 673 | 1,365 | 1,308 | |||||||||||||||||||||||||
| Natural Gas Pipelines | 297 | 188 | 636 | 400 | |||||||||||||||||||||||||
| Refined Products and Crude | 627 | 557 | 1,119 | 1,028 | |||||||||||||||||||||||||
| Other (a) | (8) | 23 | (15) | (11) | |||||||||||||||||||||||||
| Adjusted EBITDA | $ | 2,121 | $ | 1,981 | $ | 4,118 | $ | 3,756 | |||||||||||||||||||||
(a) - The three months ended June 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $21 million included within other and $1 million included within noncash compensation expense and other. The six months ended June 30, 2025, included transaction costs related primarily to the EnLink Acquisition of $52 million included within other and $12 million included within noncash compensation expense and other.
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CONTINGENCIES
See Note I of the Notes to Consolidated Financial Statements in this Quarterly Report for a discussion of regulatory and legal matters.
LIQUIDITY AND CAPITAL RESOURCES
General - Our primary sources of cash inflows are operating cash flows, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement, debt issuances and the issuance of common stock for our liquidity and capital resource requirements.
We expect our sources of cash inflows to provide sufficient resources to finance our operations, capital expenditures, quarterly cash dividends, maturities of long-term debt, share repurchases and contributions to unconsolidated affiliates and joint ventures. We believe we have sufficient liquidity due to our $3.5 Billion Credit Agreement, which expires in February 2030, our $3.5 billion commercial paper program and our access to $1.0 billion available through an “at-the-market” equity program. No shares have been sold through our “at-the-market” equity program as of the date of this filing.
We may manage interest-rate risk through the use of fixed-rate debt, floating-rate debt, Treasury locks and interest-rate swaps. For additional information on our interest-rate derivative instruments, see Note D of the Notes to Consolidated Financial Statements in our Annual Report and Note C of the Notes to Consolidated Financial Statements in this Quarterly Report.
Cash Management - At June 30, 2026, we had $161 million of cash and cash equivalents. For our wholly owned subsidiaries, we use a centralized cash management program that concentrates the cash assets of our wholly owned nonguarantor operating subsidiaries in joint accounts for the purposes of providing financial flexibility and lowering the cost of borrowing, transaction costs and bank fees. Our centralized cash management program provides that funds in excess of the daily needs of our operating subsidiaries are concentrated, consolidated or otherwise made available for use by other entities within our consolidated group. Our operating subsidiaries participate in this program to the extent they are permitted pursuant to FERC regulations or their operating agreements. Under the cash management program, depending on whether a participating subsidiary has short-term cash surpluses or cash requirements, we provide cash to the subsidiary or the subsidiary provides cash to us.
Guarantees - ONEOK, ONEOK Partners, the Intermediate Partnership, Magellan, EnLink and EnLink Partners have cross guarantees in place for ONEOK’s and ONEOK Partners’ indebtedness. These guarantees in place for our and ONEOK Partners’ indebtedness are full, irrevocable, unconditional and absolute joint and several guarantees to the holders of each series of outstanding securities. Liabilities under the guarantees rank equally in right of payment with all of the guarantors’ existing and future senior unsecured indebtedness. The Intermediate Partnership holds all of ONEOK Partners’ interests and equity in its subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Magellan, EnLink and EnLink Partners hold interests in their subsidiaries, which are nonguarantors, and substantially all the assets and operations reside with nonguarantor operating subsidiaries. Therefore, as allowed under Rule 13-01 of Regulation S-X, we have excluded the summarized financial information for each issuer and guarantor as the combined financial information of subsidiary issuers and parent guarantors, excluding our ownership of all interest in ONEOK Partners, Magellan and EnLink, reflects no material assets or liabilities or results of operations apart from guaranteed indebtedness.
For additional information on our indebtedness, see Note G of the Notes to Consolidated Financial Statements in our Annual Report and Note D of the Notes to Consolidated Financial Statements in this Quarterly Report.
Short-term Liquidity - Our principal sources of short-term liquidity consist of cash generated from operating activities, distributions received from our unconsolidated affiliates, proceeds from our commercial paper program and our $3.5 Billion Credit Agreement. As of June 30, 2026, we had $899 million of commercial paper outstanding, $600 million of borrowings outstanding under our $1.2 Billion Term Loan Agreement, and no borrowings under our $3.5 Billion Credit Agreement, and we are in compliance with all covenants.
As of June 30, 2026, we had a working capital (defined as current assets less current liabilities) deficit of $1.9 billion, due primarily to current maturities of long-term debt and short-term borrowings. Generally, our working capital is influenced by several factors, including, among other things: (i) the timing of (a) debt and equity issuances, (b) the funding of capital expenditures, (c) scheduled debt payments, and (d) accounts receivable and payable; and (ii) the volume and cost of inventory and commodity imbalances. We may have working capital deficits in future periods as our long-term debt becomes current. We do not expect a working capital deficit of this nature to have a material adverse impact to our cash flows or operations.
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In April 2026, we entered into a $1.2 Billion Term Loan Agreement, which was available to be drawn in up to two borrowings within 90 days of the closing date. Borrowings under the $1.2 Billion Term Loan Agreement bear interest at Term SOFR plus an applicable margin of 95 basis points. The $1.2 Billion Term Loan Agreement matures 364 days after June 23, 2026, the date of the initial borrowing, and may be used for working capital, capital expenditures, acquisitions, mergers and for other general corporate purposes. The $1.2 Billion Term Loan Agreement allows prepayment of all or any portion outstanding, without penalty or premium, and contains substantially the same covenants as those contained in our $3.5 Billion Credit Agreement. In July 2026, the remaining borrowings available under the $1.2 Billion Term Loan Agreement were fully drawn and no additional amounts may be borrowed.
For additional information on our $3.5 Billion Credit Agreement and our $1.2 Billion Term Loan Agreement, see Note D of the Notes to Consolidated Financial Statements in this Quarterly Report.
Long-term Financing - In addition to our principal sources of short-term liquidity discussed above, we expect to fund our longer-term financing requirements by issuing long-term notes, as needed. Other options to obtain financing include, but are not limited to, issuing common stock, loans from financial institutions, issuance of convertible debt securities or preferred equity securities, asset securitization and the sale and lease-back of facilities.
We may, at any time, seek to retire or purchase our or ONEOK Partners’ outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market repurchases, privately negotiated transactions, exercise of contractual call rights, public tender offers or otherwise. Such repurchases and exchanges, if any, will be on such terms and prices as we may determine and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Debt Extinguishments - In April 2026, we redeemed the remaining $491 million of our $500 million, 4.85% senior notes due July 2026 at 100% of the outstanding principal amount, plus accrued and unpaid interest, with short-term borrowings.
Capital Expenditures - We proactively monitor lead times on materials and equipment used in constructing capital projects, and we enter into procurement agreements for long-lead items for potential projects to plan for future growth. Our capital expenditures are financed typically through operating cash flows and short- and long-term debt.
Capital expenditures, less allowance for equity funds used during construction, were $1.5 billion and $1.4 billion for the six months ended June 30, 2026 and 2025, respectively.
We expect total capital expenditures of $2.7 billion - $3.2 billion in 2026. See discussion of our primary capital projects in the “Recent Developments” section in this Quarterly Report.
Credit Ratings - Our credit ratings as of July 27, 2026, are shown in the table below:
| Rating Agency | Long-term Rating | Short-term Rating | Outlook | ||||||||
| Moody’s | Baa2 | Prime-2 | Stable | ||||||||
| S&P | BBB | A-2 | Stable | ||||||||
| Fitch | BBB | F2 | Stable | ||||||||
Our credit ratings, which are investment grade, may be affected by our leverage, liquidity, credit profile or potential transactions. The most common criteria for assessment of our credit ratings are the debt-to-EBITDA ratio, interest coverage, business risk profile and liquidity. If our credit ratings were downgraded, our cost to borrow funds under our $3.5 Billion Credit Agreement could increase, and a potential loss of access to the commercial paper market could occur. In the event that we are unable to borrow funds under our commercial paper program and there has not been a material adverse change in our business, we would continue to have access to our $3.5 Billion Credit Agreement, which expires in February 2030. An adverse credit rating change alone is not a default under our $3.5 Billion Credit Agreement and the $1.2 Billion Term Loan Agreement.
In the normal course of business, our counterparties provide us with secured and unsecured credit. In the event of a downgrade in our credit ratings or a significant change in our counterparties’ evaluation of our creditworthiness, we could be required to provide additional collateral in the form of cash, letters of credit or other negotiable instruments as a condition of continuing to conduct business with such counterparties. We may be required to fund margin requirements with our counterparties with cash, letters of credit or other negotiable instruments.
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Dividends - Holders of our common stock share equally in any common stock dividends declared by our Board of Directors. In February and May 2026, we paid a quarterly common stock dividend of $1.07 per share ($4.28 per share on an annualized basis), an increase of 4% compared with the same quarters in the prior year. We declared a quarterly common stock dividend of $1.07 per share in July 2026. The quarterly common stock dividend will be paid on August 14, 2026, to shareholders of record at the close of business on August 3, 2026.
For the six months ended June 30, 2026, our cash flows from operations exceeded dividends paid by $1.6 billion. We expect our cash flows from operations to continue to sufficiently fund our cash dividends. To the extent operating cash flows are not sufficient to fund our dividends, we may utilize cash on hand from other sources of short- and long-term liquidity to fund a portion of our dividends.
CASH FLOW ANALYSIS
We use the indirect method to prepare our Consolidated Statements of Cash Flows. Under this method, we reconcile net income to cash flows provided by operating activities by adjusting net income for those items that affect net income but do not result in actual cash receipts or payments during the period and for operating cash items that do not impact net income. These reconciling items can include depreciation and amortization, deferred income taxes, impairment charges, allowance for equity funds used during construction, gain or loss on sale of business and assets, net undistributed earnings from unconsolidated affiliates, share-based compensation expense, other amounts and changes in our assets and liabilities not classified as investing or financing activities.
The following table sets forth the changes in cash flows by operating, investing and financing activities for the periods indicated:
| Variances | ||||||||||||||||||||
| Six Months Ended | 2026 vs. 2025 | |||||||||||||||||||
| June 30, | $ Increase (Decrease) in Cash | |||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| (Millions of dollars) | ||||||||||||||||||||
| Total cash provided by (used in): | ||||||||||||||||||||
| Operating activities | $ | 2,987 | $ | 2,429 | 558 | |||||||||||||||
| Investing activities | (1,789) | (1,508) | (281) | |||||||||||||||||
| Financing activities | (1,115) | (1,557) | 442 | |||||||||||||||||
| Change in cash and cash equivalents | 83 | (636) | 719 | |||||||||||||||||
| Cash and cash equivalents at beginning of period | 78 | 733 | (655) | |||||||||||||||||
| Cash and cash equivalents at end of period | $ | 161 | $ | 97 | 64 | |||||||||||||||
Operating Cash Flows - Operating cash flows are affected by earnings from our business activities and changes in our operating assets and liabilities. Changes in commodity prices and demand for our services or products, whether because of general economic conditions, changes in supply, changes in demand for the end products that are made with our products or increased competition from other service providers, could affect our earnings and operating cash flows. Our operating cash flows can also be impacted by changes in our inventory balances, which are driven primarily by commodity prices, supply, demand and the operation of our assets.
Cash flows from operating activities, before changes in operating assets and liabilities for the six months ended June 30, 2026, increased $518 million, compared with the same period in 2025, due primarily to increased earnings resulting from higher NGL, Refined Products and natural gas volumes and higher optimization and marketing activity, and higher deferred income taxes as discussed in “Financial Results and Operating Information.”
The changes in operating assets and liabilities decreased operating cash flows $249 million for the six months ended June 30, 2026, compared with a decrease of $289 million for the same period in 2025. This change is due primarily to changes in accounts payable, which vary from period to period with changes in commodity prices and from the timing of payments to vendors, suppliers and other third parties, and changes in other assets and liabilities. These changes were offset partially by changes in accounts receivable resulting from the receipt of cash from counterparties, which vary from period to period, and with changes in commodity prices.
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Investing Cash Flows - Cash used in investing activities for the six months ended June 30, 2026, increased $281 million, compared with the same period in 2025, due primarily to an increase in contributions to unconsolidated affiliates and an increase in capital expenditures related to our capital projects.
Financing Cash Flows - Cash used in financing activities for the six months ended June 30, 2026, decreased $442 million, compared with the same period in 2025, due primarily to $600 million of borrowings drawn under the $1.2 Billion Term Loan Agreement, cash paid for the Delaware Basin JV Acquisition in 2025 and a decrease in the extinguishment of long-term debt in 2026, offset partially by a decrease in short-term borrowings in 2026 and an increase in dividends paid in 2026.
IMPACT OF NEW ACCOUNTING STANDARDS
See Note A of the Notes to Consolidated Financial Statements in this Quarterly Report for discussion of new accounting standards.
CRITICAL ACCOUNTING ESTIMATES
The preparation of our Consolidated Financial Statements and related disclosures in accordance with GAAP requires us to make estimates and assumptions with respect to values or conditions that cannot be known with certainty that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements. These estimates and assumptions also affect the reported amounts of revenue and expenses during the reporting period. Although we believe these estimates and assumptions are reasonable, actual results could differ from our estimates.
Information about our critical accounting estimates is included under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates,” in our Annual Report.
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements in reliance on the safe harbor protections of the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act, which involve substantial risks and uncertainties. Such forward-looking statements include, but are not limited to, statements relating to our anticipated financial performance, liquidity, management’s plans, expectations and objectives for our future capital projects and other future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions, potential or pending strategic transactions, the timing thereof and our ability to achieve the intended and projected operational, financial and strategic benefits from any such transactions, and other matters. The following discussion is intended to identify important factors that could cause future outcomes to differ materially from those set forth in the forward-looking statements.
Forward-looking statements and other statements in this Quarterly Report regarding our environmental, social and other sustainability targets, plans and goals are not an indication that these statements are required to be disclosed in our filings with the SEC, or that we will continue to make similar statements to the same extent or manner in future filings. In addition, historical, current and forward-looking environmental, social and sustainability-related statements may be based on standards and processes for measuring progress that are still developing and that continue to evolve, and assumptions that are subject to change in the future.
Forward-looking statements include the items identified in the preceding paragraphs, the information concerning possible or assumed future results of our operations and other statements contained in this Quarterly Report identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plans,” “potential,” “projects,” “scheduled,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning.
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One should not place undue reliance on forward-looking statements. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:
•the impact on drilling and production by factors beyond our control, including the demand for natural gas, NGLs, Refined Products and crude oil; producers’ desire and ability to drill and obtain necessary permits; regulatory compliance; reserve performance; and capacity constraints and/or shut downs on the pipelines that transport crude oil, natural gas, NGLs, and Refined Products from producing areas and our facilities;
•the impact of unfavorable economic and market conditions, inflationary pressures, which may increase our capital expenditures and operating costs, raise the cost of capital or depress economic growth;
•the economic or other impact of announced or future tariffs, including inflationary impacts;
•the impact of the volatility of natural gas, NGL, Refined Products and crude oil prices on our earnings and cash flows, which is impacted by a variety of factors beyond our control, including international terrorism and conflicts and geopolitical instability (including instability in the Middle East and Venezuela);
•the impact of reduced volatility in energy prices or new government regulations that could discourage our storage customers from holding positions in Refined Products, crude oil and natural gas;
•our dependence on producers, gathering systems, refineries and pipelines owned and operated by others and the impact of any closures, interruptions or reduced activity levels at these facilities;
•the impact of scrutiny and conflicting stakeholder expectations regarding ESG issues, including climate change, and risks associated with the physical and financial impacts of climate change;
•risks associated with operational hazards and unforeseen interruptions at our operations;
•the inability of insurance proceeds to cover all liabilities or incurred costs and losses, or lost earnings, resulting from a loss;
•the risk of increased costs for insurance premiums or less favorable coverage;
•demand for our services and products in the proximity of our facilities;
•risks associated with our ability to hedge against commodity price risks or interest rate risks;
•a breach of information security, including a cybersecurity attack, or failure of one or more key information technology or operational systems, and terrorist attacks, including cyber sabotage;
•exposure to construction risk and supply risks if adequate natural gas, NGL, Refined Products and crude oil supply is unavailable upon completion of facilities;
•the accuracy of estimates of hydrocarbon reserves, which could result in lower than anticipated volumes;
•our lack of ownership over all of the land on which our property is located and certain of our facilities and equipment;
•the impact of changes in estimation, type of commodity and other factors on our measurement adjustments;
•excess capacity on our pipelines, processing, fractionation, terminal and storage assets;
•risks associated with the period of time our assets have been in service;
•our partial reliance on cash distributions from our unconsolidated affiliates on our operating cash flows;
•our ability to cause our joint ventures to take or not take certain actions unless some or all of our joint-venture participants agree;
•our reliance on others to construct and/or operate certain joint-venture assets and to provide other services;
•our ability to use net operating losses and certain tax attributes;
•increased regulation of exploration and production activities, including hydraulic fracturing, well setbacks and disposal of wastewater;
•impacts of regulatory oversight and potential penalties on our business;
•risks associated with the rate regulation, challenges or changes, which may reduce the amount of cash we generate;
•the impact of our gas liquids blending activities, which subject us to federal regulations that govern renewable fuel requirements in the U.S.;
•incurrence of significant costs to comply with the regulation of greenhouse gas emissions;
•the impact of federal and state laws and regulations relating to the protection of the environment, public health and safety on our operations, as well as increased litigation and activism challenging oil and gas development as well as changes to and/or increased penalties from the enforcement of laws, regulations and policies;
•the impact of unforeseen changes in interest rates, debt and equity markets and other external factors over which we have no control;
•actions by rating agencies concerning our credit;
•our indebtedness and guarantee obligations could cause adverse consequences, including making us vulnerable to general adverse economic and industry conditions, limiting our ability to borrow additional funds and placing us at competitive disadvantages compared with our competitors that have less debt;
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•an event of default may require us to offer to repurchase certain of our or ONEOK Partners’ senior notes or may impair our ability to access capital;
•the right to receive payments on our outstanding debt securities and subsidiary guarantees is unsecured and effectively subordinated to any future secured indebtedness and any existing and future indebtedness of our subsidiaries that do not guarantee the senior notes;
•use by a court of fraudulent conveyance to avoid or subordinate the cross guarantees of our or ONEOK Partners’ indebtedness;
•the risks associated with pending or possible acquisitions and dispositions, including our ability to finance or integrate any such acquisitions and any regulatory delay or conditions imposed by regulatory bodies in connection with any such acquisitions and dispositions;
•our ability to effectively manage our expanded operations following closing of recent and potential future acquisitions;
•our ability to pay dividends;
•our exposure to the credit risk of our customers or counterparties;
•a shortage of skilled labor;
•misconduct or other improper activities engaged in by our employees;
•the impact of potential impairment charges;
•the impact of the changing cost of providing pension and health care benefits, including postretirement health care benefits, to eligible employees and qualified retirees;
•our ability to maintain an effective system of internal controls; and
•the risk factors listed in the reports we have filed and may file with the SEC.
These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other factors could also adversely affect our future results. These and other risks are described in greater detail in Part I, Item 1A, “Risk Factors,” in our Annual Report and in our other filings that we make with the SEC, which are available via the SEC’s website at www.sec.gov and our website at www.oneok.com. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Any such forward-looking statement speaks only as of the date on which such statement is made, and other than as required under securities laws, we undertake no obligation to update publicly any forward-looking statement whether as a result of new information, subsequent events or change in circumstances, expectations or otherwise.
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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
COMMODITY PRICE RISK
As part of our hedging strategy, we use commodity derivative financial instruments and physical-forward contracts, as described in Note D of the Notes to Consolidated Financial Statements in our Annual Report, to reduce the impact of near-term price fluctuations associated with a portion of our forecasted commodity purchases and sales. The change in the market value of our derivative portfolio is primarily offset by a corresponding change in the value of the hedged item. While geopolitical conditions in the Middle East contributed to commodity price volatility, our exposure to commodity price risk remains consistent with the discussion of commodity price risk discussed in this Quarterly Report and in our Annual Report.
COUNTERPARTY CREDIT RISK
We assess the creditworthiness of our counterparties on an ongoing basis and require security, including prepayments, letters of credit, liens and other forms of collateral, when appropriate. Certain of our counterparties may be impacted by a relatively low commodity price environment and could experience financial problems, which could result in nonpayment and/or nonperformance, which could adversely impact our results of operations.
In our Natural Gas Liquids, Natural Gas Pipelines and Refined Products and Crude segments, the creditworthiness of our counterparties, which are primarily investment grade, is consistent with that discussed in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report. In our Natural Gas Gathering and Processing segment, for the six months ended June 30, 2026, approximately 85% of the downstream commodity sales were made to customers rated investment-grade by S&P, approved through comparable internal counterparty analysis or were secured by letters of credit or other collateral.
There have been no material changes in market risk exposures that would affect the other quantitative and qualitative disclosures presented in Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” in our Annual Report.
See Note C of the Notes to Consolidated Financial Statements in this Quarterly Report for more information on our hedging activities.
ITEM 4.CONTROLS AND PROCEDURES
Quarterly Evaluation of Disclosure Controls and Procedures - Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) were effective as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting - There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
We have elected to use a $1 million threshold for disclosing environmental proceedings.
Information about our legal proceedings is included in Note I of the Notes to Consolidated Financial Statements in this Quarterly Report and under Note O of the Notes to Consolidated Financial Statements in our Annual Report.
ITEM 1A.RISK FACTORS
There have been no material changes to the risk factors set forth in Part I, Item 1A, Risk Factors, of our Annual Report that could affect us and our business. Although we have tried to discuss key factors, our investors need to be aware that other risks may prove to be important in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Investors should consider carefully the discussion of risks and the other information included or incorporated by reference in this Quarterly Report, including “Forward-Looking Statements,” which are included in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
During the three months ended June 30, 2026, no director or officer of the Company adopted terminated
ITEM 6.EXHIBITS
Readers of this report should not rely on or assume the accuracy of any representation or warranty or the validity of any opinion contained in any agreement filed as an exhibit to this Quarterly Report, because such representation, warranty or opinion may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent an allocation of risk between parties in the particular transaction, may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes, or may no longer continue to be true as of any given date. All exhibits attached to this Quarterly Report are included for the purpose of complying with requirements of the SEC. Other than the certifications made by our officers pursuant to the Sarbanes-Oxley Act of 2002 included as exhibits to this Quarterly Report, all exhibits are included only to provide information to investors regarding their respective terms and should not be relied upon as constituting or providing any factual disclosures about us, any other persons, any state of affairs or other matters.
The following exhibits are filed as part of this Quarterly Report:
| Exhibit No. | Exhibit Description | ||||
| 1.1 | |||||
| 3.1 | |||||
| 3.2 | |||||
| 5.1 | |||||
| 22.1 | |||||
| 23.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
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| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase Document. | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definitions Document. | ||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase Document. | ||||
| 101.PRE | Inline XBRL Taxonomy Presentation Linkbase Document. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). | ||||
Attached as Exhibit 101 to this Quarterly Report are the following Inline XBRL-related documents: (i) Document and Entity Information; (ii) Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025; (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025; (iv) Consolidated Balance Sheets at June 30, 2026, and December 31, 2025; (v) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025; (vi) Consolidated Statements of Changes in Equity and Redeemable Noncontrolling Interests for the three and six months ended June 30, 2026 and 2025; and (vii) Notes to Consolidated Financial Statements.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ONEOK, Inc. | ||||||||
| Registrant | ||||||||
| Date: August 4, 2026 | By: | /s/ Walter S. Hulse III | ||||||
| Walter S. Hulse III | ||||||||
| Chief Financial Officer, Treasurer and | ||||||||
| Executive Vice President, Investor Relations | ||||||||
| and Corporate Development | ||||||||
| (Principal Financial Officer) | ||||||||
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Execution Version ONEOK, INC. Up to $1,000,000,000 of Shares of Common Stock (par value of $0.01 per share) Equity Distribution Agreement August 4, 2026 BofA Securities, Inc. One Bryant Park New York, New York 10036 As Manager Bank of America, N.A. c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 As Forward Purchaser Ladies and Gentlemen: ONEOK, Inc., an Oklahoma corporation (the “Company”), confirms its agreement (this “Agreement”) with BofA Securities, Inc. (the “Manager”) and Bank of America, N.A. (the “Forward Purchaser”) as follows: 1. Description of Common Stock. The Company proposes to (i) issue and sell from time to time through or to the Manager, as sales agent and/or principal, shares (the “Direct Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), and/or (ii) instruct from time to time the Manager, on behalf of the Forward Purchaser, to offer and sell borrowed shares of Common Stock (“Forward Hedge Shares”) in connection with one or more Confirmations (as defined below) entered into with the Forward Purchaser; provided that the aggregate number of shares of Common Stock sold pursuant to clauses (i) and (ii) above shall not exceed an aggregate gross sales price to the public of $1,000,000,000 (the Direct Shares together with the Forward Hedge Shares, the “Offered Shares”), during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Offered Shares through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of soliciting purchases of the Offered Shares from the Company pursuant to this Agreement and the Manager agrees to use its reasonable efforts to solicit purchases of the Offered Shares on the terms and subject to the conditions stated herein. Exhibit 1.1
2 Notwithstanding the foregoing, the Company may in the future, and from time to time, add additional managers and, if applicable, additional forward purchasers to this Agreement on the terms and conditions set forth herein. Such additional managers and additional forward purchasers shall execute a joinder to this Agreement, substantially in the form of Annex III attached hereto (a “Joinder Agreement”). From and after the date upon which any additional manager(s) and/or additional forward purchasers become a party hereto, all references herein to the Manager or Forward Purchaser shall be to the “Managers” and “Forward Purchasers” to be set forth in the Joinder Agreements. In the event the Company adds any additional managers and, if applicable, additional forward purchasers, the representations, warranties, covenants and obligations of the Managers and the Forward Purchasers shall be several and not joint, and no Manager or Forward Purchaser shall have any liability to the Company or any other party for the acts or omissions of any other Manager or Forward Purchaser. The Company agrees that whenever it determines to sell the Offered Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof. The Company may also enter into one or more forward share purchase transactions (each, a “Forward”) with the Forward Purchaser as set forth in separate forward sale confirmations, each of which shall be composed of the master confirmation agreement, dated as of the date hereof (the “Master Confirmation Agreement”) (substantially in the form of Annex II hereto), between the Company and the Forward Purchaser together with the relevant “Transaction Supplement” (as defined in the Master Confirmation Agreement) to be entered into from time to time for such Forward (each, a “Confirmation,” and collectively, the “Confirmations”). In connection therewith, the Company may, in consultation with the Forward Purchaser and the Manager, instruct the Forward Purchaser or its affiliates (any such sale, a “Forward Sale”) to borrow, offer and sell Offered Shares through the Manager (acting as agent or principal of the Forward Purchaser). 2. Representations and Warranties. The Company represents and warrants to, and agrees with, the Manager and the Forward Purchaser at the Execution Time and on each such time the following representations and warranties are repeated or deemed to be made pursuant to this Agreement, as set forth below. (a) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an “automatic shelf registration statement” (as defined in Rule 405) (File No. 333-296919) on Form S-3, including a related Base Prospectus, for registration under the Act of the offering and sale of Common Stock, including the Offered Shares. Such Registration Statement, including any amendments thereto filed prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made, has become effective under the Act. The Company has filed with the Commission the Prospectus Supplement relating to the Offered Shares in accordance with Rule 424(b). As filed, the Prospectus contains all information required by the Act and the rules thereunder, and, except to the extent the Manager shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Manager prior to the Execution Time or prior to any such time this representation is repeated or deemed to be made. The Registration Statement, at the Execution Time, each
3 such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Offered Shares, meets the requirements set forth in Rule 415(a)(1)(x). The initial Effective Date of the Registration Statement was not earlier than the date three years before the Execution Time. Any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference. (b) On each Effective Date, at the Execution Time, at each Applicable Time, at each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any offer or sale of Offered Shares, the Registration Statement complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b), at the Execution Time, at each Applicable Time, on each Settlement Date and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Offered Shares, the Prospectus (together with any supplement thereto) complied and will comply in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder and did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of the Manager or Forward Purchaser specifically for inclusion in the Registration Statement or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by or on behalf of the Manager or Forward Purchaser consists of the information described as such in Section 7(a) hereof. (c) At the Execution Time, at each Applicable Time and at each Settlement Date, the Disclosure Package does not contain an untrue statement of a material fact or omit to
4 state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package (or any amendments or supplement thereto), based upon and in conformity with information furnished in writing to the Company by or on behalf of the Manager or Forward Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Manager or Forward Purchaser consists of the information described as such in Section 7(a) hereof. (d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Offered Shares in reliance on the exemption in Rule 163 and (iv) at each Applicable Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is a Well- Known Seasoned Issuer. The Company agrees to pay the fees required by the Commission relating to the Offered Shares within the time required by Rule 456(b)(1) and otherwise in accordance with Rules 456(b) and 457(r). (e) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Offered Shares, the Company was not and, as of each relevant eligibility determination date for purposes of Rules 164 and 433 under the Act, will not be an “ineligible issuer” (as defined in Rule 405 of the Act). (f) Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by or on behalf of any of the Manager or Forward Purchaser specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any of the Manager or Forward Purchaser consists of the information described as such in Section 7(a) hereof. (g) The Company has an authorized capitalization as set forth in the section of the Registration Statement, the Interim Prospectus Supplement and the Prospectus entitled “Description of Capital Stock” (and any similar sections or information, if any, contained in any Permitted Free Writing Prospectus). (h) The list of subsidiaries included on Exhibit 21 to the Company’s most recent Annual Report on Form 10-K includes all Subsidiaries as of the date of such report. The Company and each of its Subsidiaries is a corporation, limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good
5 standing under the laws of its jurisdiction of incorporation or organization. The Company and each of its Subsidiaries have full power and authority to conduct all the activities conducted by it, to own or lease all the assets owned or leased, as the case may be, by it and to conduct its business in all material respects as described in the Disclosure Package and the Prospectus. The Company and each of its Subsidiaries is duly licensed or qualified to do business and in good standing as a foreign corporation, limited liability company or limited partnership, as the case may be, in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased, as the case may be, by it makes such licensing or qualification necessary, except to the extent that the failure to so qualify, be licensed or be in good standing would not reasonably be expected to have a material adverse effect on the condition (financial or otherwise), earnings, cash flow, business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise (a “Material Adverse Effect”). (i) All the outstanding equity interests of each Subsidiary have been duly and validly authorized and issued in accordance with such Subsidiary’s governing documents and are fully paid (in the case of any Subsidiary that is a limited liability company, to the extent required by such Subsidiary’s limited liability company agreement, and in the case of any Subsidiary that is a limited partnership, to the extent required by such Subsidiary’s agreement of limited partnership) and nonassessable (in the case of any Subsidiary that is a limited liability company, except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Revised Limited Liability Company Act, and in the case of any Subsidiary that is a limited partnership, except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act and matters included in such Subsidiary’s agreement of limited partnership), and all outstanding equity interests of the Subsidiaries are owned by the Company either directly or through wholly-owned subsidiaries free and clear of any perfected security interest or any other security interests, claims, encumbrances or liens (“Liens”), except for any such Liens on the outstanding equity interests of the Subsidiaries that are described in the Disclosure Package and the Prospectus. (j) The Offered Shares and all other outstanding shares of capital stock of the Company have been duly and validly authorized in accordance with the Company’s governing documents; all outstanding shares of capital stock of the Company are, and, when the Direct Shares have been issued and delivered against payment therefor as provided herein, will be, duly and validly issued, fully paid and non-assessable, and free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights; the Direct Shares, when issued and delivered against payment therefor as provided herein, will be free of any restriction upon the voting or transfer thereof pursuant to any agreement or other instrument to which the Company is a party; and the statements under the caption “Description of Capital Stock” in the Base Prospectus and contained or incorporated by reference in the Registration Statement, insofar as such statements summarize certain provision of documents referred to therein, fairly summarize such provisions in all material respects. Any shares of Common Stock to be delivered by the Company in settlement of all or any portion of the Company’s obligations under any Confirmation (the “Settlement Shares”) have been duly authorized and reserved for issuance and sale to the Forward Purchaser or any of its affiliates
6 pursuant to such Confirmation and, when issued and delivered by the Company in accordance with such Confirmation, and upon payment of any consideration required by such Confirmation, will be validly issued, fully paid and nonassessable. The issuance of any such Settlement Shares will not be subject to any preemptive rights, right of first refusal or other similar rights to subscribe for or purchase Settlement Shares. (k) The Common Stock, including the Offered Shares, conform in all material respects to the description thereof, if any, contained or incorporated by reference in the Registration Statement, the Interim Prospectus Supplement, the Prospectus and the Permitted Free Writing Prospectuses, if any. (l) This Agreement has been duly authorized, executed and delivered by or on behalf of the Company. Each Terms Agreement has been duly authorized and will be duly executed and delivered by or on behalf of the Company. The Master Confirmation Agreement has been duly authorized, executed and delivered by or on behalf of the Company, and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent transfer or conveyance, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally from time to time in effect and by generally principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “Enforceability Exceptions”). Each Transaction Supplement has been duly authorized and, when duly executed and delivered by or on behalf of the Company, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. (m) Neither the Company nor any Subsidiary is in violation or default of (i) any provisions of the certificate of incorporation or by-laws or other governing documents of the Company or the governing documents of such Subsidiary, as the case may be, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such Subsidiary or any of its properties, as applicable, except in the case of clauses (ii) and (iii) as would not reasonably be expected to have a Material Adverse Effect or as could not materially impair the ability of the Company to perform its obligations under this Agreement. (n) Neither the issuance and sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries pursuant to (i) the provisions of the certificate of incorporation or by-laws or other governing documents of the Company or any of the governing documents of any of its
7 Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its Subsidiaries is a party or bound or to which its or their property is subject or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its Subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Subsidiaries or any of its or their properties, which conflicts, breaches, violations or defaults, in the case of clauses (ii) or (iii), would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (o) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein except (i) such as have been obtained under the Act, (ii) such as may be required under the blue sky laws of any jurisdiction or the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”) in connection with the purchase and distribution by the Manager of the Offered Shares in the manner contemplated herein and in the Disclosure Package and the Prospectus or (iii) such that the failure to obtain would not reasonably be expected to result in a Material Adverse Effect. (p) Except for such rights as have been duly waived and as described in the Registration Statement (excluding the exhibits thereto) and the Prospectus, no person, other than persons party to this Agreement, has (i) the right, contractual or otherwise, to cause the Company to issue or sell to it Common Stock or other equity interests of the Company, (ii) any preemptive rights, resale rights, rights of first refusal or other rights to purchase Common Stock or other equity interests in the Company and (iii) the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Offered Shares; except for such rights as have been duly waived, no person has the right, contractual or otherwise, to cause the Company to register under the Act any shares of Common Stock or other equity interests in the Company, or to include any such shares of Common Stock or other interests in the Registration Statement or the offering contemplated thereby. (q) The Company and its Subsidiaries possess all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except for such licenses, certificates, permits and other authorizations that, if not obtained, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Prospectus. (r) Other than as set forth in the Disclosure Package, the Prospectus and the Registration Statement, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any
8 of its Subsidiaries or its or their property is pending or, to the Company’s knowledge, threatened that (i) would reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) would reasonably be expected to have a Material Adverse Effect. (s) PricewaterhouseCoopers LLP, who has audited certain financial statements of the Company and its consolidated subsidiaries included, or incorporated by reference, in the Registration Statement, Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to the Company as required by the Act and the Public Company Accounting Oversight Board (United States) (“PCAOB”) and its applicable published rules and regulations. (t) (i) The consolidated financial statements together with the schedules and notes of the Company and its consolidated subsidiaries included or incorporated by reference in the Disclosure Package, the Prospectus and the Registration Statement present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein); and (ii) the pro forma financial information and the related notes thereto included or incorporated by reference in the Disclosure Package, the Prospectus and the Registration Statement has been prepared in all material respects in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth in or incorporated by reference in the Disclosure Package, the Prospectus and the Registration Statement. (u) The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. (v) The Company is not and, after giving effect to the offering and sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation and the application of the proceeds thereof as described in the Registration Statement, Disclosure Package and the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940, as amended. (w) Each of the Company and each of its Subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted except where the failure to do so does not materially interfere with the ownership, operation or benefits of operation of such businesses or materially increase the cost of operation or ownership of such businesses; provided that (a) with respect to the transmission and gathering pipelines of the Company and the Subsidiaries that own such pipelines and
9 right-of-way interests related thereto (the “Pipeline Properties”), the foregoing shall only constitute a representation that such Subsidiaries have sufficient title to enable them to use such Pipeline Properties in their businesses as they have been used in the past and as are proposed to be used in the future and will not materially increase the cost of such use, and (b) with respect to any real property, buildings and equipment held under lease by the Subsidiaries, such real property, buildings and equipment are held by the Subsidiaries under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such real property, buildings and equipment for such Subsidiary. (x) The Company and its Subsidiaries own, possess, license or have other rights to use, on reasonable terms, all material patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, the “Intellectual Property”) necessary for the conduct of the Company’s business as now conducted or as proposed in the Prospectus to be conducted, except for failures of ownership or use that would not reasonably be expected to have a Material Adverse Effect. Additionally, (i) to the Company’s knowledge, there are no rights of third parties to any such Intellectual Property; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property; and (iv) to the Company’s knowledge, there is no pending or threatened action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others, in the case of each of clauses (i), (ii), (iii) and (iv) which would be reasonably expected to have a Material Adverse Effect. (y) No labor problem or dispute with the employees of the Company or any of its Subsidiaries exists or, to the Company’s knowledge, is threatened or imminent, that would reasonably be expected to have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package. (z) The Company and its Subsidiaries (i) are in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under any Environmental Law, except where such non- compliance with Environmental Laws, failure to receive or comply with required permits, licenses or other approvals, or liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except as set forth in or contemplated in the Disclosure Package and the Prospectus. Neither the Company nor any of the Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, except (y) with respect to any matters that, individually or in the aggregate,
10 would not reasonably be expected to have a Material Adverse Effect or (z) as set forth in or contemplated in the Disclosure Package and the Prospectus. (aa) In the ordinary course of its business, the Company reviews liabilities of the business, operations and properties of the Company and the Subsidiaries relating to Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or liabilities relating to compliance with Environmental Laws and any potential liabilities to third parties). On the basis of such reviews, the Company has reasonably concluded that such associated liabilities would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (bb) The Company has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for (i) those failures to file or pay that would not reasonably be expected to have a Material Adverse Effect, (ii) any such tax payment, assessment, fine or penalty that is currently being contested in good faith or (iii) those failures to file or pay set forth in or contemplated in the Disclosure Package and the Prospectus. (cc) There are no transfer taxes or other similar fees or charges under federal law or the laws of any state, or any political subdivision thereof, required to be paid by the Company in connection with the execution and delivery of this Agreement (including any Terms Agreement), any Confirmation or the issuance and sale by the Company of the Offered Shares. (dd) The Company and the Subsidiaries are insured by insurers that the Company has no reason to believe are not of recognized financial responsibility against such losses and risks and in such amounts as the Company believes are prudent and customary in the businesses in which they are engaged. (ee) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in XBRL included or incorporated by reference in the Registration Statement, the Prospectus and the Disclosure Package has been prepared in accordance with the Commission’s applicable rules and guidelines. Since the date of the most recent audited balance sheet of the Company and its consolidated subsidiaries audited by PricewaterhouseCoopers LLP and reviewed by the board of directors of the Company, (i) except as otherwise disclosed to you, the Company has not been advised of (A) any significant deficiencies in the design
11 or operations of internal control over financial reporting that could adversely affect the ability of the Company and each of its subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal control over financial reporting or (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of the Company and each of its subsidiaries, and (ii) there have been no changes in internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (ff) The Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act). (gg) The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 thereof related to loans to officers and directors and Sections 302 and 906 related to certifications. (hh) Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent or employee of the Company or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and the Company and its Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. (ii) The operations of the Company and its Subsidiaries are and have been conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the money laundering statutes of all applicable jurisdictions (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened. (jj) Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any director, officer, agent, or employee of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
12 (kk) The Company has not received any notice from the New York Stock Exchange (“NYSE”) regarding the delisting of the Company’s Common Stock from the NYSE. (ll) Neither the Company nor the Subsidiaries have taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares. (mm) There is no contract or other document of a character required to be described in the Registration Statement or Base Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required (and the Interim Prospectus Supplement contains in all material respects the same description of the foregoing matters as will be contained in the Base Prospectus, including the information incorporated by reference therein up to and through the date of this Agreement). (nn) Except as disclosed in the Disclosure Package and the Prospectus, the Company and its subsidiaries (i) do not have any material lending or other relationship with any bank or lending affiliate of the Manager and (ii) do not intend to use any of the proceeds from the sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation hereunder to repay any outstanding debt owed to any affiliate of the Manager. (oo) Except as disclosed in the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement (as such information may have been superseded by a subsequent filing with the Commission), the Interim Prospectus Supplement, the Prospectus and the Issuer Free Writing Prospectuses, if any, there has not been (i) any material adverse change, or any development involving a prospective material adverse change, in the business, properties, management, earnings, financial condition or results of operations of the Company and the subsidiaries, taken as a whole, except for the sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation and the application of the net proceeds thereof (provided, however, that any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating will not violate this Section 2(oo)), (ii) any transaction which is material to the Company and the Subsidiaries, taken as a whole, except for the sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation and the application of the net proceeds thereof, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any Subsidiary, which is material to the Company and the Subsidiaries, taken as a whole, except for the sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation and the application of the net proceeds thereof and issuances of commercial paper notes and any drawdowns under the Company’s second amended and restated revolving credit agreement, effective February 14, 2025, as
13 amended (the “Amended and Restated Credit Agreement”), or (iv) any change in the capitalization or outstanding indebtedness of the Company or any Subsidiaries, except for the sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation and the application of the net proceeds thereof, issuance of Common Stock pursuant to Company Equity Plans and any issuances of commercial paper notes and drawdowns under the Amended and Restated Credit Agreement. (pp) None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the regulations and published interpretations thereunder with respect to a Plan (as defined herein), determined without regard to any waiver of such obligations or extension of any amortization period that would reasonably be expected to have a Material Adverse Effect; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect; or (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company or any of its Subsidiaries that would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, none of the following events has occurred or is reasonably likely to occur: (i) an increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company and its Subsidiaries compared to the amount of such contributions made in the most recently completed fiscal year of the Company and its Subsidiaries; (ii) an increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Company and its Subsidiaries compared to the amount of such obligations in the most recently completed fiscal year of the Company and its Subsidiaries; (iii) any event or condition giving rise to a liability under Title IV of ERISA; or (iv) the filing of a claim by one or more employees or former employees of the Company or any of its Subsidiaries related to their employment. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Company or any of its Subsidiaries may have any liability. (qq) The Company’s Common Stock is an “actively-traded security” exempted from the requirements of Rule 101 of Regulation M under the Exchange Act by subsection (e)(1) of such rule. (rr) The Company has not entered into any other sales agency agreements or other similar arrangements with any agent or any other representative in respect of at the market offerings of the Offered Shares in accordance with Rule 415(a)(4). (ss) There is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s fee or other fee or commission as a result of any
14 transactions contemplated by this Agreement, each Terms Agreement, the Master Confirmation Agreement or any Transaction Supplement. (tt) Assuming that the Manager complies with Rule 173 of the Securities Act in connection with the sales of Offered Shares in an amount not less than the Number of Shares (as defined in the Master Confirmation Agreement), the issuance and sale by the Company of the Settlement Shares to the Forward Purchaser or its affiliates in settlement of the Master Confirmation Agreement and any Transaction Supplement in accordance with the terms thereof and the delivery by the Forward Purchaser or its affiliates of the Settlement Shares, during the term of and at settlement of the Master Confirmation Agreement and any such Transaction Supplement to close out open borrowings of Common Stock created in the course of the hedging activities created by the Forward Purchaser or its affiliates relating to its exposure under the Master Confirmation Agreement and such Transaction Supplement will not require registration under the Securities Act. (uu) (i)(A) To the knowledge of the Company, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Company’s or its Subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third-party data maintained, processed or stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that had, or would reasonably be expected to have had, individually or in the aggregate, a Material Adverse Effect, and (B) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data that had, or would reasonably be expected to have had, a Material Adverse Effect; (ii) the Company and its Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Any certificate signed by or on behalf of any officer of the Company and delivered to the Manager and the Forward Purchaser or counsel for the Manager and Forward Purchaser in connection with this Agreement, any Terms Agreement, the Master Confirmation Agreement and any Transaction Supplement shall be deemed a representation and warranty by the Company, as to matters covered thereby, to the Manager and the Forward Purchaser.
15 3. Sale and Delivery of Offered Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company and the Manager agrees that (x) the Company may issue and sell Offered Shares from time to time through the Manager, acting as sales agent and agreeing to use its reasonable efforts to sell the Offered Shares (any such agented or principal sale, a “Direct Sale”), or (y) the Company may, in consultation with the Forward Purchaser and the Manager, instruct the Forward Purchaser or its affiliates to borrow, offer and sell Forward Hedge Shares through the Manager (acting as agent or principal of the Forward Purchaser) on the following terms. (i) The Offered Shares are to be sold by the Manager on a daily basis or otherwise as shall be agreed to by the Company and the Manager on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B) the Company, through any of the individuals listed as “Authorized Representatives” on Schedule II hereto, has instructed the Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement; provided, however, that the Company will only submit its orders to one of the Manager on any given single trading day. Such instructions will also specify whether such Offered Shares (i) will be sold through the Manager, acting as sales agent or principal in a Direct Sale or (ii) borrowed by the Forward Purchaser or its affiliates and sold through the Manager, as forward seller, in connection with a Forward Sale. The Company will designate the maximum amount of the Offered Shares to be sold by the Manager daily as agreed to by the Manager (in any event not in excess of the amount available for issuance under the Prospectus and the currently effective Registration Statement) and the minimum price per Offered Share at which such Offered Shares may be sold. Subject to the terms and conditions hereof, the Manager shall use its reasonable efforts to sell on a particular day all of the Offered Shares designated for the sale by the Company on such day. The gross sales price of the Offered Shares sold under this Section 3(a) shall be the market price for the Company’s Common Stock sold by the Manager under this Section 3(a) at the time of sale of such Offered Shares. (ii) The Company acknowledges and agrees that (A) there can be no assurance that the Manager will be successful in selling the Offered Shares, (B) the Manager will incur no liability or obligation to the Company or any other person or entity if it does not sell Offered Shares for any reason other than a failure by the Manager to use its reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Offered Shares as required under this Agreement and (C) the Manager shall be under no obligation to purchase Offered Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed to by the Manager and the Company.
16 (iii) The Company shall not authorize the issuance and sale of, and the Manager shall not be obligated to use its reasonable efforts to sell, any Offered Shares at a price lower than the minimum price therefor designated from time to time by the board of directors of the Company (the “Board”), or a duly authorized committee thereof, and notified to the Manager in writing, or in a number in excess of the number of shares of Common Stock approved for listing on the NYSE. The Company, through any Authorized Representatives, or the Manager may, upon notice to the Company or the Manager, as applicable, by telephone (confirmed promptly by electronic mail), suspend or terminate the offering of the Offered Shares with respect to which the Manager is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Offered Shares sold, or with respect to the Offered Shares that the Company or the Forward Purchaser has agreed to sell hereunder prior to the giving of such notice. (iv) The Manager hereby covenants and agrees not to make any sales of the Offered Shares on behalf of the Company pursuant to this Section 3(a), other than (A) (1) by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus in accordance with Rule 153 under the Act (such transactions are hereinafter referred to as “Continuous Offerings”), (2) to or through a market maker or (3) directly on or through any other national securities exchange or facility thereof, a trading facility of a national securities association, an alternative trading system, an electronic communication network, a “dark pool” or any similar market venue, (B) such other sales of the Offered Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Manager pursuant to a Terms Agreement and (C) pursuant to any Confirmation. (v) Notwithstanding anything herein to the contrary, in the event that either (i) the Forward Purchaser or its affiliate, in its commercially reasonable judgment, is unable to borrow and deliver for sale the full number of Offered Shares to be borrowed and sold by the Forward Purchaser under this Agreement or (ii) in the commercially reasonable judgment of the Forward Purchaser, the Forward Purchaser would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of the full number of Forward Hedge Shares to be borrowed and sold by the Forward Purchaser through the Manager, then the Manager shall be required to sell on behalf of the Forward Purchaser only the aggregate number of Forward Hedge Shares that the Forward Purchaser or its affiliate is able to borrow at a cost of no more than 200 basis points per annum. (vi) The compensation to the Manager for Direct Sales of the Direct Shares with respect to which the Manager acts as sales agent under this Agreement shall be up to, but shall not exceed, 2.0% of the gross sales price of the Direct Shares sold by the Manager and the compensation payable to the Manager (in its capacity as forward seller on behalf of the Forward Purchaser) for sales of Forward Hedge Shares in connection with a Forward shall be reflected in
17 a reduction of up to 2.0% in the Initial Forward Price (as such term is defined in the Master Confirmation Agreement) pursuant to this Section 3(a) and payable as described in the succeeding subsection (vii) below. The foregoing rate of compensation for Direct Sales of the Offered Shares shall not apply when the Manager acts as principal, in which case the Company may sell Offered Shares to the Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after deduction of the compensation to the Manager and after further deduction for any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales (the “Transaction Fees”), shall constitute the net proceeds to the Company or the Forward Purchaser, as applicable for such Forward Hedge Shares (the “Net Proceeds”). (vii) The Manager participating in any Direct Sale or Forward Sale shall provide written confirmation (which may be by facsimile or electronic mail) to the Company following the close of trading on the NYSE each day in which the Offered Shares are sold under this Section 3(a) setting forth the number of the Offered Shares sold by the Manager on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company or the Forward Purchaser, as applicable, and the compensation payable by the Company to the Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Manager to the Company, with payment to be made by the Company promptly after its receipt thereof. (viii) Settlement for sales of the Direct Shares pursuant to this Section 3(a) will occur on the second Business Day following the date on which such sales are made (or such earlier day as is industry practice for regular-way trading), or on some other date that is agreed upon by the Company and the Manager in connection with a particular transaction (each such day, a “Direct Settlement Date”). On each Direct Settlement Date, the Direct Shares sold through the Manager for settlement on such date shall be issued and delivered by the Company to the Manager against payment of the aggregate gross sales proceeds less any Transaction Fees for the sale of such Direct Shares. Settlement for all such Direct Shares shall be effected by free delivery of the Direct Shares to the Manager’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Direct Shares on any Direct Settlement Date, the Company shall (A) indemnify and hold the Manager, as applicable, harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Manager any compensation to which it would otherwise be entitled absent such default. If the Manager breaches this Agreement by failing to deliver the aggregate gross sales proceeds less any Transaction Fees to the Company on any Direct Settlement Date for the Direct Shares delivered by the Company to the Manager, such breaching Manager will pay the Company an amount based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Manager.
18 (ix) On each date of settlement for any Forward Sale (each such day, a “Forward Settlement Date,” and together with a Direct Settlement Date, a “Settlement Date”), the Forward Hedge Shares shall be delivered by the Forward Purchaser or its affiliates to the Manager in book-entry form to the Manager’s account at The Depository Trust Company against payment by the Manager of the Net Proceeds from the sale of such Forward Hedge Shares in same day funds delivered to an account designated by the Forward Purchaser. (x) At each Applicable Time, Settlement Date and Representation Date (as defined in Section 4(k) of this Agreement), the Company shall be deemed to have affirmed each representation and warranty contained in Section 2 of this Agreement as if such representation and warranty were made as of such date, but modified as necessary to relate to the Registration Statement and the Prospectus and the documents incorporated by reference therein, in each case as amended or supplemented as of such date. Any obligation of the Manager to use its reasonable efforts to sell the Offered Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein (as modified in the manner describe above), to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Offered Shares pursuant to this Agreement but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Manager of the proposed terms of such Placement. If the Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Manager and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Manager unless and until the Company and the Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control to the extent of such conflict only. (c) Each sale of the Offered Shares to the Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Offered Shares to, and the purchase thereof by, the Manager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Offered Shares by the Manager. The commitment of the Manager to purchase the Offered Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Offered Shares herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Offered Shares to be purchased by the Manager pursuant thereto, the price to be paid to the Company for such Offered Shares, any provisions relating to rights of, and default by, underwriters acting together with the Manager in the reoffering of the Offered Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Offered Shares.
19 Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Manager. (d) Under no circumstances shall the number and aggregate amount of the Offered Shares sold pursuant to this Agreement and any Terms Agreement exceed (i) the aggregate amount set forth in Section 1 of this Agreement, (ii) the number of shares of Common Stock available for issuance under the currently effective Registration Statement or (iii) the maximum number and aggregate amount, if any, of the Offered Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Manager in writing. (e) If any party hereto has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Offered Shares, it shall promptly notify the other parties and sales of the Offered Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (f) Notwithstanding any other provision of this Agreement, the Company shall not request the sale of any Offered Shares that would be sold, and the Manager shall not be obligated to sell, during any period in which the Company is in possession of material non-public information. 4. Agreements. The Company agrees with each of the Manager and the Forward Purchaser that: (a) During any period when the delivery of a prospectus relating to the Offered Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172) to be delivered under the Act, the Company will not file any (i) amendment to the Registration Statement, (ii) or supplement (including the Prospectus Supplement or any Interim Prospectus Supplement) to the Base Prospectus, or (iii) any Rule 462(b) Registration Statement relating to the Offered Shares (other than, in the case of clauses (i) and (ii) above, any amendment or supplement which does not relate to the sale of the shares of Common Stock and not including any reports or documents and any preliminary or definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act), unless the Company has furnished to the Manager a copy for its review prior to filing, and will not file any such proposed amendment or supplement or Rule 462(b) Registration Statement to which the Manager reasonably objects, unless (i) in the judgment of counsel to the Company, such amendment, supplement or filing is required by applicable law or (ii) is advisable in furtherance of a Commission request. The Company has properly completed the Prospectus, in a form approved by the Manager, and filed such Prospectus, as amended at the Execution Time, with the Commission pursuant to the applicable paragraph of Rule 424(b) by the Execution Time and will cause any supplement to the Prospectus to be properly completed, in a form approved by the Manager, and will file such supplement with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed thereby and will provide evidence satisfactory to
20 the Manager of such timely filing. The Company will promptly advise the Manager (v) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement relating to the shares of Common Stock shall have been filed with the Commission, (w) when, during any period when the delivery of a prospectus (whether physically or through compliance with Rule 172 or any similar rule) is required under the Act in connection with the offering or sale of the Offered Shares, any amendment to the Registration Statement shall have been filed or become effective, (x) of any request by the Commission or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration Statement relating to the Company’s Common Stock, or for any supplement to the Prospectus or for any additional information, (y) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the institution or threatening of any proceeding for that purpose and (z) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Shares for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose. The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to promptly use its commercially reasonable efforts to obtain the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable. (b) If, at any time on or after an Applicable Time but prior to the related Settlement Date or Time of Delivery, any event occurs as a result of which the Disclosure Package would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Manager so that any use of the Disclosure Package may cease until it is amended or supplemented; (ii) other than during such time as when the offering of Offered Shares has been suspended pursuant to Section 3(a)(iii) of this Agreement, amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to the Manager in such quantities as the Manager may reasonably request. (c) Other than during such time as when the offering of Offered Shares has been suspended pursuant to Section 3(a)(iii) of this Agreement, during any period when the delivery of a prospectus relating to the Offered Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172) to be delivered under the Act, any event occurs as a result of which the Prospectus as then supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in
21 connection with use or delivery of the Prospectus, the Company promptly will (i) promptly notify the Manager of any such event, (ii) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 4, an amendment or supplement or new registration statement that will correct such statement or omission or effect such compliance, (iii) use its commercially reasonable efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iv) supply any supplemented Prospectus to the Manager in such quantities as the Manager may reasonably request; provided, however, that in no case shall the Company be obligated to furnish to the Manager any reports, documents or definitive proxy or information statement to the extent any such reports, documents or proxy or information statements are available on Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”). (d) As soon as practicable, the Company will make generally available, via EDGAR, to its security holders and to the Manager an earnings statement or statements of the Company and its Subsidiaries (which need not be audited) which will satisfy the provisions of Section 11(a) of the Act, including, at the option of the Company, Rule 158, which may be satisfied through the filing with the Commission of reports required under the Exchange Act. (e) The Company will furnish or otherwise make available upon request to the Manager and the Forward Purchaser and counsel for the Manager and the Forward Purchaser, without charge, signed copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by the Manager or any dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of the Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Manager or Forward Purchaser may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (f) The Company will arrange, if necessary, for the qualification of the Offered Shares for sale under the laws of such jurisdictions as the Manager or Forward Purchaser may reasonably designate and will maintain such qualifications in effect so long as reasonably required for the distribution of the Offered Shares; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified, to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Offered Shares, in any jurisdiction where it is not now so subject. (g) The Company agrees that, unless it has or shall have obtained the prior written consent of the Manager, and the Manager agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Offered Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the
22 Commission or retained by the Company under Rule 433; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Manager or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. (h) The Company will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition of (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, any other shares of Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock; or publicly announce an intention to effect any such transaction, in each case, at any time that sales of the Offered Shares have been made but not settled, or the Company has outstanding with the Manager any instructions to sell the Offered Shares but such instructions have not been fulfilled or cancelled. Notwithstanding the foregoing, the Company may (A) issue and sell Offered Shares pursuant to this Agreement or any Terms Agreement, (B) file a registration statement on Form S-8 or issue and sell shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock pursuant to any employee benefit plan, long-term incentive plan, any equity compensation plan or stock compensation plan of the Company in effect at the Execution Time, (C) may issue or deliver shares of Common Stock issuable upon the conversion, vesting or exercise of securities (including long-term incentive plan awards, options and warrants) outstanding at the Execution Time, (D) file a “universal” shelf registration statement with respect to the Company’s debt or Common Stock for the purpose of increasing the capacity under or replacing the Company’s then existing “universal” shelf registration statement, (E) may issue and deliver Settlement Shares pursuant to any Confirmation, and (F) issue and sell Common Stock pursuant to the Company’s Direct Stock Purchase and Dividend Reinvestment Plan and/or file a shelf registration statement with respect to the Company’s Direct Stock Purchase and Dividend Reinvestment Plan for the purposes of increasing the capacity under or replacing the Company’s then-existing shelf registration statement covering the Direct Stock Purchase and Dividend Reinvestment Plan. (i) The Company will not (i) take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Offered Shares or (ii) sell, bid for, purchase or pay any person (other than as contemplated by this Agreement or any Terms Agreement) any compensation for soliciting purchases of the Offered Shares.
23 (j) The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Manager and the Forward Purchaser immediately after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Manager and the Forward Purchaser pursuant to Section 6 herein. (k) Upon commencement of the offering of the Offered Shares under this Agreement (and upon the recommencement of the offering of the Offered Shares under this Agreement following the termination of a suspension of sales hereunder) and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than an Interim Prospectus Supplement filed pursuant to Rule 424(b) pursuant to Section 4(a) of this Agreement or a prospectus supplement relating solely to the offering of securities other than the Offered Shares) or a new registration statement relating to the Offered Shares shall become effective, (ii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K (other than a Current Report on Form 8-K containing amended financial information, capsule financial information, financial statements or supporting schedules (excluding information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K)) or a Definitive Proxy Statement on Schedule 14A (relating to an annual meeting)), (iii) the Offered Shares are delivered to the Manager as principal at the Time of Delivery pursuant to a Terms Agreement or (iv) otherwise as the Manager may reasonably request) (such commencement or recommencement date and each such date referred to in subsections (i), (ii), and (iii) and (iv) above, a “Representation Date”), the Company shall furnish or cause to be furnished to the Manager and the Forward Purchaser (or, in the case of subclause (iii) above, the Manager party to the Terms Agreement) forthwith a certificate dated and delivered on the Representation Date or promptly upon request, as the case may be, in form satisfactory to the Manager and the Forward Purchaser (or, in the case of subclause (iii) above, the Manager party to the Terms Agreement) to the effect that the statements contained in the certificate referred to in Section 6(f) of this Agreement which were last furnished to the Manager and the Forward Purchaser (or, in the case of subclause (iii) above, the Manager party to the Terms Agreement) are true and correct as of such Representation Date as though made at and as of such time (except that such statements (including with respect to the representations and warranties contained herein) shall be deemed modified to incorporate the disclosures contained in the Registration Statement and the Prospectus, in each case as amended or supplemented as of such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6(f), modified as described immediately above to the time of delivery of such certificate. The requirement to provide a certificate under this Section 4(k) shall be waived for any Representation Date occurring at a time at which the Company has instructed the Manager that no sales of shares of Common Stock may be made hereunder, which waiver shall continue until the earlier to occur of the date on which the Company has instructed the Manager to sell shares of Common Stock hereunder (which for such date shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently has instructed the Manager to sell shares of Common Stock hereunder
24 following a Representation Date when the Company relies on such waiver and did not provide the Manager with a certificate under this Section 4(k), then before the Company delivers an instruction to sell shares of Common Stock, the Company shall provide the Manager with a certificate referred to in Section 6(f) of this Agreement and a certificate under this Section 4(k). (l) At each Representation Date with respect to which the Company is obligated to deliver a certificate referred to in Section 4(k) of this Agreement, the Company shall furnish or cause to be furnished forthwith to the Manager and the Forward Purchaser (or, in the case of a Representation Date of the type described in Section 4(k)(iii), the Manager party to such Terms Agreement) and to counsel to the Manager and the Forward Purchaser a written opinion of (i) Latham & Watkins LLP, counsel to the Company (“Latham & Watkins”) and (ii) GableGotwals, counsel to the Company (“GableGotwals”), or other counsel satisfactory to the Manager and the Forward Purchaser, each dated as of such Representation Date, in form and substance reasonably satisfactory to the Manager and the Forward Purchaser, of the same tenor as the opinions referred to in Sections 6(b) and 6(c) of this Agreement, respectively, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (m) At each Representation Date with respect to which the Company is obligated to deliver a certificate referred to in Section 4(k) of this Agreement, Clifford Chance US LLP (“Clifford Chance”), counsel to the Manager and the Forward Purchaser, shall deliver a written opinion, dated as of such Representation Date in form and substance satisfactory to the Manager and the Forward Purchaser (or, in the case of a Representation Date of the type described in Section 4(k)(iii), the Manager party to such Terms Agreement), of the same tenor as the opinions referred to in Section 6(d) of this Agreement but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (n) Upon commencement of the offering of the Offered Shares under this Agreement (and upon the recommencement of the offering of the Offered Shares under this Agreement following the termination of a suspension of sales hereunder), and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented, or a new registration statement relating to the Offered Shares shall become effective, in each case, to include additional amended financial information, (ii) the Offered Shares are delivered to the Manager as principal at a Time of Delivery pursuant to a Terms Agreement, (iii) the Company files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K or (iv) otherwise as the Manager or Forward Purchaser may reasonably request and upon reasonable advance notice to the Company, there is filed with the Commission any document which contains financial information (other than a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K) incorporated by reference into the Prospectus (such commencement or recommencement date and each such date referred to in subsections (i), (ii), (iii) and (iv) above, a “Financial Representation Date”), the Company shall cause (A) PricewaterhouseCoopers LLP, to the extent an audit opinion of such firm is incorporated by reference in the Registration Statement (the “Accountants”), or (B) other independent accountants satisfactory to the
25 Manager and the Forward Purchaser (or, in the case of a Financial Representation Date of the type described in clause (ii) above, the Manager party to such Terms Agreement) forthwith, to furnish the Manager and the Forward Purchaser a letter, dated the date of commencement or recommencement, effectiveness of such amendment, the date of filing of such supplement or other document with the Commission, or the Time of Delivery, as the case may be, in form and substance satisfactory to the Manager and the Forward Purchaser, of the same tenor as the letter referred to in Section 6(g) of this Agreement but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. The requirement to provide a letter under this Section 4(n) shall be waived for any Financial Representation Date if the Company is not obligated to deliver a certificate referred to in Section 4(k) of this Agreement on such date. Notwithstanding the foregoing, if the Company subsequently has instructed the Manager to sell shares of Common Stock hereunder following a Financial Representation Date when the Accountants relied on the waiver set forth in Section 4(k) of this Agreement and did not provide the Manager with a letter under this Section 4(n), then before the Company delivers an instruction letter to sell shares of Common Stock, the Company shall cause the Accountants to provide the Manager with letters referred to in this Section 4(n). (o) Upon commencement of the offering of the Offered Shares under this Agreement (and upon the recommencement of the offering of the Offered Shares under this Agreement following the termination of a suspension of sales hereunder), and at each other Representation Date with respect to which the Company is obligated to deliver a certificate referred to in Section 4(k) of this Agreement, the Company will conduct a due diligence session, in form and substance reasonably satisfactory to the Manager and the Forward Purchaser, which shall include representatives of the management and the independent accountants of the Company. Additionally, the Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager and the Forward Purchaser or their agents or counsel from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate officers and the Company’s agents during regular business hours and at the Company’s principal offices, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager and the Forward Purchaser may reasonably request. (p) The Company consents to the Manager’s and the Forward Purchaser’s trading in the Company’s Common Stock for the Manager’s or Forward Purchaser’s own account and for the account of its clients from time to time and at the same time as sales of the Offered Shares occur pursuant to this Agreement or pursuant to a Terms Agreement. (q) The Company will disclose in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, as applicable, the number of Offered Shares sold through the Manager under this Agreement and the Net Proceeds to the Company with respect to sales of Offered Shares pursuant to this Agreement (including any Terms Agreement) and any Confirmation during the relevant period.
26 (r) If to the knowledge of the Company, the conditions set forth in Section 6(a), 6(f) or 6(i) shall not be true and correct on the applicable Settlement Date, the Company will offer to any person who has agreed to purchase Offered Shares from the Company as the result of an offer to purchase solicited by the Manager the right to refuse to purchase and pay for such Offered Shares. (s) Each acceptance by the Company of an offer to purchase the Offered Shares hereunder, and each execution and delivery by the Company of a Terms Agreement, shall be deemed to be an affirmation to the Manager that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement as though made at and as of such date, and an undertaking that such representations and warranties will be true and correct as of the Settlement Date for the Offered Shares relating to such acceptance or as of the Time of Delivery relating to such sale, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Offered Shares). (t) The Company will use its commercially reasonable efforts to cause the Offered Shares to be listed for trading on the NYSE and to maintain such listing. (u) During any period when the delivery of a prospectus relating to the Offered Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172) to be delivered under the Act, the Company will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations thereunder. (v) The Company shall cooperate with the Manager and the Forward Purchaser and use its reasonable efforts to permit the Offered Shares to be eligible for clearance and settlement through the facilities of DTC. (w) The Company will apply the Net Proceeds to it from the sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or the proceeds of the settlement of any Forward in the manner set forth in the Prospectus. 5. Payment of Expenses. (a) The Company agrees to pay the Company’s costs and expenses incident to the performance of its obligations under this Agreement, any Terms Agreement, any Confirmation or any Transaction Supplement, whether or not the transactions contemplated hereby or thereby are consummated, including, without limitation: (i) the preparation, printing or reproduction and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), the Prospectus and each Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, the Prospectus, and each Issuer Free Writing Prospectus and all amendments or supplements
27 to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Offered Shares; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Offered Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Offered Shares; (iv) the printing (or reproduction) and delivery of this Agreement, any Terms Agreement, any Confirmation or any Transaction Supplement, any blue sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Offered Shares; (v) the registration of the Offered Shares under the Exchange Act and the listing of the Offered Shares on the NYSE; (vi) any registration or qualification of the Offered Shares for offer and sale under the securities or blue sky laws of the several states (including filing fees and the reasonable fees and expenses of counsel for the Manager and the Forward Purchaser relating to such registration and qualification); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Manager and the Forward Purchaser relating to such filings); (viii) the transportation and other expenses incurred by or on behalf of the Company’s representatives in connection with presentations to prospective purchasers of the Offered Shares; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the reasonable documented out-of-pocket expenses of the Manager and the Forward Purchaser, including the reasonable fees, disbursements and expenses of counsel for the Manager and the Forward Purchaser in connection with this Agreement, the Registration Statement and any Confirmation and ongoing services in connection with the transactions contemplated hereunder; and (xi) all other costs and expenses incident to the performance by the Company of its obligations hereunder. 6. Conditions to the Obligations of the Manager. The obligations of the Manager and Forward Purchaser under this Agreement (including any Terms Agreement) and the Confirmations shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Offered Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b); any material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused Latham & Watkins to furnish to the Manager and the Forward Purchaser (or, in the case of a Representation Date of the type described in Section 4(k)(iii) of this Agreement, the Manager party to such Terms Agreement), on every date specified in Section 4(l) of this Agreement, its opinion, dated
28 as of such date and addressed to the Manager and the Forward Purchaser, in substantially the form set forth in Exhibit A hereto. (c) The Company shall have requested and caused GableGotwals to furnish to the Manager and the Forward Purchaser (or, in the case of a Representation Date of the type described in Section 4(k)(iii) of this Agreement, the Manager party to such Terms Agreement), on every date specified in Section 4(l) of this Agreement, its opinion, dated as of such date and addressed to the Manager and the Forward Purchaser, in substantially the form set forth in Exhibit B hereto. (d) The Manager and the Forward Purchaser shall have received from Clifford Chance, counsel for the Manager and the Forward Purchaser (or, in the case of a Representation Date of the type described in Section 4(k)(iii) of this Agreement, the Manager party to such Terms Agreement), on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Manager and the Forward Purchaser, with respect to the issuance and sale of the Offered Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any amendment or supplement thereto) and other related matters as the Manager and the Forward Purchaser may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (e) Since the respective dates as of which information is disclosed in the Registration Statement, the Disclosure Package and the Prospectus, except as otherwise stated therein, there shall not have been (i) any adverse change or decrease specified in the letter or letters referred to in paragraph (g) of this Section 6 or (ii) any adverse change, or any development involving a prospective adverse change, in or affecting the business, properties, management, earnings, results of operations or financial condition of the Company and its subsidiaries taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment of the Manager, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Offered Shares as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto). (f) The Company shall have furnished or caused to be furnished to the Manager and the Forward Purchaser (or, in the case of a Financial Representation Date of the type described in Section 4(n)(ii) of this Agreement, the Manager party to such Terms Agreement), on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the President and Chief Executive Officer and the principal financial or accounting officer of the Company, dated as of such date, to the effect that the signers of such certificate have reviewed the Registration Statement, the Disclosure Package and the Prospectus and any supplements or amendments thereto and this Agreement and that:
29 (i) subject to modification to incorporate the disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus, and the documents incorporated by reference therein, in each case as amended or supplemented as of such date, the representations and warranties of the Company in Section 2 of this Agreement are true and correct on and as of such date with the same effect as if made on such date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Disclosure Package, there has been no Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Prospectus. (g) The Company shall have requested and caused PricewaterhouseCoopers LLP, to the extent an audit opinion of such firm is incorporated by reference in the Registration Statement, to have furnished to the Manager and the Forward Purchaser (or, in the case of a Financial Representation Date of the type described in Section 4(n)(ii) of this Agreement, the Manager party to such Terms Agreement), on every date specified in Section 4(n) hereof, letters (which may refer to letters previously delivered to the Manager and the Forward Purchaser), containing statements and information of the type ordinarily included in accountants “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Interim Prospectus Supplements, the Prospectus and the Permitted Free Writing Prospectuses, if any, dated as of such date, in form and substance satisfactory to the Manager and the Forward Purchaser or, in the case of Section 4(k)(iii), the Manager party to such Terms Agreement; provided that the cut-off date for the procedures performed by such accountants and described in such letters shall be a date not more than two Business Days prior to the date of such letter. (h) Between the Execution Time and the time of any sale of Offered Shares through the Manager, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (i) The Offered Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Manager and the Forward Purchaser. (j) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Manager and the Forward Purchaser, as applicable
30 (or, in the case of a Representation Date of the type described in Section 4(k)(iii) of this Agreement, the Manager party to such Terms Agreement), such further information, certificates and documents as the Manager(s) may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Manager and the Forward Purchaser and counsel for the Manager and the Forward Purchaser, this Agreement and all obligations of the Manager and the Forward Purchaser hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by the Manager and the Forward Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Clifford Chance, counsel for the Manager and the Forward Purchaser, at 845 Texas Avenue, Suite 2700, Houston, TX 77002, on each such date as provided in this Agreement. 7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless the Manager and Forward Purchaser, the directors, officers, employees, agents of the Manager and Forward Purchaser, affiliates of the Manager and Forward Purchaser and each person who controls the Manager or Forward Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or in any amendment thereof or supplemental thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) an untrue statement or alleged untrue statement of a material fact contained in the Base Prospectus, the Prospectus Supplement, any Interim Prospectus Supplement, the Prospectus, or any Issuer Free Writing Prospectus, or in any amendment thereof or supplement thereto or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by the Manager or Forward Purchaser or by legal counsel to the Manager and the Forward Purchaser on behalf of the Manager or Forward Purchaser specifically for inclusion therein. This indemnity will be in addition to any liability that the Company may otherwise have. The
31 Company acknowledges that the names of the Manager and the last sentence of the first paragraph under the heading “Plan of Distribution” in the Prospectus constitute the only information furnished in writing by or on behalf of the several Manager and the Forward Purchaser for inclusion in the Prospectus. (b) The Manager and the Forward Purchaser agree to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement and each person who controls the Company within the meaning of either the Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to the Manager and the Forward Purchaser, but only with reference to written information relating to the Manager or Forward Purchaser furnished to the Company by the Manager or Forward Purchaser or by legal counsel to the Manager or Forward Purchaser on behalf of the Manager and Forward Purchaser specifically for inclusion in the documents referred to in the foregoing indemnity, it being understood and agreed that the only such written information furnished by or on behalf of any of the Manager or Forward Purchaser consists of the information described as such in Section 7(a) hereof. This indemnity agreement will be in addition to any liability which the Manager or Forward Purchaser may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; provided that the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and only to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above, as applicable. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (w) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (x) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (y) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (z) the indemnifying party shall authorize the indemnified party to employ
32 separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company, the Manager and the Forward Purchaser, severally and not jointly, agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending the same) (collectively “Losses”) to which the Company, the Manager and the Forward Purchaser, as applicable, may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Manager and the Forward Purchaser on the other from the offering of the Offered Shares; provided, however, that in no case shall the Manager or Forward Purchaser be responsible for any amount in excess of the total compensation as set forth in Section 3(a)(vi) of this Agreement, as the case may be, applicable to the Offered Shares sold by the Manager or Forward Purchaser hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Manager or Forward Purchaser severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Manager or Forward Purchaser on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Manager or Forward Purchaser shall be deemed to be equal to the total compensation as set forth in Section 3(a)(vi) of this Agreement, in each case as determined by this Agreement or any applicable Terms Agreement. Relative fault shall be determined by reference to, among other things, whether an untrue or an alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Manager or Forward Purchaser on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company, the Manager and the Forward Purchaser agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls the Manager or Forward Purchaser within the meaning of either the Act or the Exchange Act and each
33 director, officer, employee and agent of the Manager or Forward Purchaser shall have the same rights to contribution as the Manager or Forward Purchaser, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 8. Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement, with respect to any or all of the Manager or Forward Purchaser, relating to borrowings, offers and sales of the Offered Shares in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that (i) if Offered Shares have been sold through the Manager for the Company, then Section 4(s) of this Agreement shall remain in full force and effect, (ii) with respect to any pending Direct Sale or Forward Sale, through the Manager or Forward Purchaser for the Company, the obligations of the Company, including in respect of compensation of the Manager or Forward Purchaser, as applicable, shall remain in full force and effect notwithstanding the termination and (iii) the provisions of Sections 2, 5, 7, 9, 10, 12, 14 and 15 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) The Manager and the Forward Purchaser shall have the right, by giving written notice as hereinafter specified, to terminate its own obligations pursuant to the provisions of this Agreement relating to borrowings, offers and sales of the Offered Shares in its sole discretion at any time. Any such termination shall have no effect on the obligations of any other Manager or Forward Purchaser under this Agreement and shall be without liability of any party to any other party except that the provisions of Sections 2, 5, 7, 9, 10, 14 and 15 of this Agreement shall remain in full force and effect with respect to the Manager or Forward Purchaser notwithstanding such termination. (c) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 8(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Sections 2, 5, 7, 9 and 10 shall remain in full force and effect. (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Manager and the Forward Purchaser or the Company, as the case may be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of the Offered Shares, such sale shall settle in accordance with the provisions of Section 3(a)(viii) of this Agreement. (e) In the case of any purchase of Offered Shares by the Manager pursuant to a Terms Agreement, the obligations of the Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of the Manager, by notice given to the Company prior to the Time of Delivery relating to such Offered Shares, if at any
34 time prior to such delivery and payment (i) trading in the Company’s Common Stock shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE or NASDAQ shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Manager, impractical or inadvisable to proceed with the offering or delivery of the Offered Shares as contemplated by the Prospectus (exclusive of any amendment or supplement thereto). 9. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its respective officers and of the Manager and Forward Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by the Manager, Forward Purchaser or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Offered Shares. 10. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to (a) the Manager, will be mailed, delivered or electronically mailed to the following address: BofA Securities, Inc. One Bryant Park New York, New York 10036 Attention: DG ATM Execution. dg.atm_execution@bofa.com if sent to (b) the Forward Purchaser, will be mailed delivered or electronically mailed to the following address: Bank of America, N.A. One Bryant Park, 8th Fl. New York, New York 10036 Attention: Strategic Equity Solutions Group Telephone: 646-855-6770 Email: dg.issuer_derivatives_notices@bofa.com or, if sent to (c) the Company, will be mailed, delivered or telefaxed to: ONEOK, Inc. 100 West Fifth Street Tulsa, OK 74103 Attention: General Counsel
35 Fax: (918) 588-7971 with a copy to: Latham & Watkins LLP 300 Colorado Street, Suite 2400 Austin, TX 78701 Attention: David J. Miller; Samuel D. Rettew 11. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. 12. No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Offered Shares pursuant to this Agreement (including any Terms Agreement) or any Confirmation is an arm’s-length commercial transaction between the Company, on the one hand, and each of the Manager and the Forward Purchaser and any affiliate through which it may be acting, on the other hand, (b) the Manager and Forward Purchaser is acting solely as sales agent and/or principal in connection with the purchase and sale of the Company’s Common Stock and not as a fiduciary of the Company and (c) the Company’s engagement of the Manager and the Forward Purchaser in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether the Manager or Forward Purchaser has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Manager or Forward Purchaser has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto. 13. Integration. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Manager with respect to the subject matter hereof. 14. Applicable Law. This Agreement and any Terms Agreement, and any claim, controversy or dispute arising under or related to this Agreement and any Terms Agreement, will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. 15. Waiver of Jury Trial. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby or thereby. 16. Recognition of the U.S. Special Resolution Regimes.
36 (a) In the event that the Manager or Forward Purchaser that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from the Manager or Forward Purchaser of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. (b) In the event that the Manager or Forward Purchaser that is a Covered Entity or a BHC Act Affiliate of the Manager or Forward Purchaser becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against the Manager or Forward Purchaser are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. For purposes of this Section 16, a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. 17. Counterparts. This Agreement and any Terms Agreement may be signed in one or more counterparts, including facsimile and .pdf electronic counterparts (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law), each of which, when executed and delivered, shall constitute an original and all of which together shall constitute one and the same agreement. 18. Headings. The section headings used in this Agreement and any Terms Agreement are for convenience only and shall not affect the construction hereof. 19. Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated. “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. “Applicable Time” shall mean, with respect to any Offered Shares, the time of sale of such Offered Shares pursuant to this Agreement, any relevant Terms Agreement, the Master Confirmation Agreement or any Transaction Supplement.
37 “Base Prospectus” shall mean the base prospectus referred to in Section 2(a) above contained in the Registration Statement at the Execution Time. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. “Commission” shall mean the Securities and Exchange Commission. “Company Equity Plans” shall mean the (i) ONEOK, Inc. 401(k) Plan, (ii) ONEOK, Inc. Long Term Incentive Plan, (iii) ONEOK, Inc. Equity Compensation Plan, (iv) ONEOK, Inc. Employee Stock Award Program, (v) ONEOK, Inc. Employee Stock Purchase Plan, (vi) ONEOK, Inc. Direct Stock Purchase and Dividend Reinvestment Plan, (vii) ONEOK, Inc. 2018 Equity Incentive Plan, (viii) ONEOK, Inc. 2025 Equity Incentive Plan, (ix) ONEOK, Inc. 2025 Employee Stock Award Program, (x) Magellan Midstream Partners Long-Term Incentive Plan and (xi) the EnLink Midstream, LLC 2014 Long-Term Incentive Plan. “Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Prospectus Supplement, (iii) the most recently filed Interim Prospectus Supplement, (iv) the Issuer Free Writing Prospectuses, if any, identified in Schedule I hereto, (v) the public offering price of Offered Shares sold at the relevant Applicable Time and (vi) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. “Effective Date” shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. “Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto. “Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405. “Interim Prospectus Supplement” shall mean the prospectus supplement relating to the Offered Shares prepared and filed pursuant to Rule 424(b) from time to time as provided by this Agreement. “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433. “Prospectus” shall mean the Base Prospectus, as supplemented by the Prospectus Supplement and the most recently filed Interim Prospectus Supplement (if any).
38 “Prospectus Supplement” shall mean the most recent prospectus supplement relating to the Offered Shares that was filed pursuant to Rule 424(b) at or before the Execution Time. “Registration Statement” shall mean the registration statement referred to in Section 2(a) above, including exhibits and financial statements and any prospectus supplement relating to the Company’s Common Stock that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective, shall also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be. “Rule 153,” “Rule 158,” “Rule 163,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430B,” “Rule 433,” “Rule 456,” “Rule 457” and “Rule 462” refer to such rules under the Act. “Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 2(a) hereof. “Subsidiaries” shall mean the “significant subsidiaries” (as defined in Rule 1- 02(w) of Regulation S-X) of the Company. [Signature pages follow]
[Signature Page to Equity Distribution Agreement] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the parties hereto. Very truly yours, ONEOK, INC. By: /s/ Walter S. Hulse III Name: Walter S. Hulse III Title: Chief Financial Officer, Treasurer and Executive Vice President, Investor Relations and Corporate Development
[Signature Page to Equity Distribution Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first written above. BofA Securities, Inc. By: /s/ Julio Hernandez________________ Name: Julio Hernandez Title: Managing Director As Manager Bank of America, N.A. By: /s/ Eric Coghlin___________________ Name: Eric Coghlin Title: Managing Director As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement
Sch. I Schedule I None.
Sch. II Schedule II Authorized Representatives: Name Pierce H. Norton II Walter S. Hulse III Mary M. Spears Andrea Cooper Sarah M. Rechter
Annex I Annex I FORM OF TERMS AGREEMENT ONEOK, Inc. Shares of Common Stock TERMS AGREEMENT , 20 [Name of Manager] Dear Sir/Madam: ONEOK, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated [ ], 2026 (the “Equity Distribution Agreement”), among the Company, the Manager and the Forward Purchaser, to issue and sell the securities specified in Schedule I hereto (the “Purchased Shares”) [, and solely for the purpose of covering over-allotments, to grant to the Manager the option to purchase the additional securities specified in Schedule I hereto (the “Additional Shares”)]. [Include only if the Manager has an over-allotment option] Capitalized terms but and not defined herein have the respective meanings ascribed thereto in the Equity Distribution Agreement. [The Manager shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares, at the same purchase price per share to be paid by the Manager to the Company for the Purchased Shares. This option may be exercised by the Manager at any time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Time of Delivery (as set forth in Schedule I hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Purchased Shares.] [Include only if the Manager has an over-allotment option] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by the Manager, as agents of the Company, of offers to purchase the Purchased Shares is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement [and] [,] the Time of Delivery [and any Option Closing Date] [Include only if the Manager has an over-allotment option], except that each representation and
Annex I warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (or any amendment or supplement thereto) (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus (or any amendment or supplement thereto), and also a representation and warranty as of the date of this Terms Agreement [and] [,] the Time of Delivery [and any Option Closing Date] [Include only if the Manager has an over-allotment option] in relation to the Prospectus (or any amendment or supplement thereto) to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the Equity Distribution Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares] [Include only if the Manager has an over-allotment option], in the form heretofore delivered to the Manager is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Equity Distribution Agreement which are incorporated herein by reference, the Company agrees to issue and sell to the Manager and the latter agree to purchase from the Company the number of Purchased Shares at the time and place and at the purchase price set forth in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between the Manager and the Company. ONEOK, Inc. By: Name: Title: ACCEPTED as of the date first written above. [●] By: Name: Title:
Annex I Schedule I Title of Purchased Shares [and Additional Shares]: Number of Purchased Shares: [Number of Additional Shares:] [Price to Public:] Purchase Price by the Manager: Method of and Specified Funds for Payment of Purchase Price: By wire transfer to a bank account specified by the Company in same day funds. Method of Delivery: Free delivery of the shares to the Manager’s account at The Depository Trust Company in return for payment of the purchase price. Time of Delivery: Closing Location: Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing at the Time of Delivery [and on any Option Closing Date]: (1) The opinions referred to in Section 4(l). (2) The opinion referred to in Section 4(m). (3) The accountants’ letters referred to in Section 4(n). (4) The officers’ certificate referred to in Section 4(k). (5) Such other documents as the Manager shall reasonably request.
Annex II FORM OF MASTER CONFIRMATION AGREEMENT Execution Version To: ONEOK, Inc. From: [DEALER] Re: Issuer Share Forward Sale Transactions Date: [ ], 2026 Dear Sir(s): The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [DEALER] (“Dealer”)[, with [AGENT (IF RELEVANT)] (“Agent”), as agent,]1 and ONEOK, Inc. (“Counterparty”) on the Trade Dates specified herein (collectively, the “Transactions” and each, a “Transaction”) in accordance with the terms of the Equity Distribution Agreement (the “Distribution Agreement”), dated as of [ ], 2026, among Dealer, Counterparty and the other parties thereto. Each Transaction will be evidenced by a transaction supplement substantially in the form attached as Annex C hereto (each, a “Transaction Supplement” and each such Transaction Supplement, together with this Master Confirmation, a “Confirmation”). Each Confirmation will constitute a “Confirmation” as referred to in the Agreement specified below. [Each Confirmation will be a confirmation for purposes of Rule 10b-10 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).]2 1. Each Confirmation is subject to, and incorporates, the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). For purposes of the Equity Definitions, each Transaction to which this Master Confirmation relates will be deemed to be a Share Forward Transaction. Each Confirmation shall supplement, form a part of and be subject to an agreement (the “Agreement”) in the form of the ISDA 2002 Master Agreement (the “ISDA Form”), as published by ISDA, as if Dealer and Counterparty had executed the ISDA Form on the date hereof (but without any Schedule except for: (i) the election of New York law (without regard to New York’s choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law) 1 NTD: insert if the Dealer has an agent. 2 NTD: insert if Dealer is a broker-dealer (or its Agent is).
Master Confirmation – 2 as the governing law and US Dollars (“USD”) as the Termination Currency; (ii) in respect of Section 5(a)(vi) of the Agreement: (a) the election that the “Cross Default” provisions of Section 5(a)(vi) shall apply to Counterparty with a “Threshold Amount” of USD 50 million and Dealer with a “Threshold Amount” of three percent of the shareholders’ equity of the entity as specified on Annex B hereto, as of the Trade Date; (b) the phrase “or becoming capable at such time of being declared” shall be deleted from clause (1) of Section 5(a)(vi) of the Agreement; and (c) the following language shall be added to the end of Section 5(a)(vi) of the Agreement: “Notwithstanding the foregoing, a default under Section 5(a)(vi)(2) of the Agreement shall not constitute an Event of Default if: (x) the default was caused solely by an error or omission of an administrative or operational nature; (y) funds were available to enable the party to make the payment when due; and (z) the payment is made within two Local Business Days of such party’s receipt of written notice of its failure to pay.”; and (iii) the term “Specified Indebtedness” shall have the meaning specified in Section 14 of the Agreement, except that such term shall not include obligations in respect of deposits received in the ordinary course of a party’s banking business). All provisions contained in the Agreement are incorporated into and shall govern each Confirmation except as expressly modified below. Each Confirmation will evidence a complete and binding agreement between Dealer and Counterparty as to the terms of the relevant Transaction and will replace any previous agreement between the parties with respect to the subject matter thereof. The Transactions under this Master Confirmation shall be the only Transactions under the Agreement. If there exists any ISDA Master Agreement between Dealer or any of its Affiliates, and Counterparty or any confirmation or other agreement between Dealer or any of its Affiliates and Counterparty pursuant to which an ISDA Master Agreement is deemed to exist between Dealer or any of its Affiliates and Counterparty, then notwithstanding anything to the contrary in such ISDA Master Agreement, such confirmation or agreement or any other agreement to which Dealer or any of its Affiliates and Counterparty are parties, the Transactions hereunder shall not be considered a “Transaction” under, or otherwise governed by, such existing or deemed ISDA Master Agreement. In the event of any inconsistency among the Agreement, this Master Confirmation, any Transaction Supplement and the Equity Definitions, the following will prevail in the order of precedence indicated: (i) the relevant Transaction Supplement, (ii) this Master Confirmation; (iii) the Equity Definitions; and (iv) the Agreement. 2. The terms of the particular Transactions to which this Master Confirmation relates are as follows: General Terms: Trade Date: For each Transaction, as specified on the relevant Transaction Supplement. Effective Date: For each Transaction, the first Clearance System Business Day on or after the Trade Date on which Shares sold in accordance with the terms and conditions of the Distribution Agreement through Dealer or its affiliate acting as forward seller for Dealer pursuant to the Distribution Agreement (the “Agent”) have settled, or such later date on which the conditions set forth in Section 3 of this Master Confirmation shall have been satisfied.
Master Confirmation – 3 Buyer: Dealer Seller: Counterparty Maturity Date: For each Transaction, as specified on the relevant Transaction Supplement (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day). Shares: The shares of common stock, par value USD0.01 per Share, of Counterparty (Ticker: “OKE”) Number of Shares: For each Transaction, initially, (x) if no Initial Hedging Disruption (as defined below) occurs, the “Initial Number of Shares” (as defined below) as specified on the relevant Transaction Supplement (the “Full Number of Shares”) or (y) if an Initial Hedging Disruption occurs, the Reduced Number of Shares (as defined below), in each case, as reduced on each Relevant Settlement Date (as defined under “Settlement Terms” below) by the number of Settlement Shares to which the related Valuation Date relates. Settlement Currency: USD Exchange: New York Stock Exchange Related Exchange: All Exchanges Clearance System(s): The Depository Trust Company Prepayment: Not Applicable Variable Obligation: Not Applicable Hedge Completion Date: For each Transaction, the earliest of (i) the date specified in writing as the Hedge Completion Date by Dealer, (ii) any Early Valuation Date designated by Dealer and (iii) the Forward Hedge Completion Date Deadline (as specified on the Transaction Supplement for the relevant Transaction). Promptly after the Hedge Completion Date, Dealer will furnish Counterparty with a Transaction Supplement specifying the aggregate number of Shares sold through Dealer or the Agent during the period from and including the Trade Date through and including the Hedge Completion Date (the “Initial Number of Shares”) and the Initial Forward Price, all determined by Dealer in accordance with the terms hereof. Initial Forward Price: As specified on the relevant Transaction Supplement for the relevant Transaction, to be (i) 100% minus the Forward Seller Commission, multiplied by (ii) per-Share volume weighted average price at which sales of Shares are executed on behalf of Dealer as forward purchaser pursuant to the Distribution Agreement during the period from and including the Trade Date through and including the Hedge Completion Date (adjusted as the Calculation Agent determines appropriate to (A) reflect the application on each day during such period of (i) the sum of 1 and the Daily Rate for such day multiplied by the then-Initial Forward Price as of such day and (ii) the number of Shares sold and settled on or prior to such day and (B) reduce the then-Initial Forward Price by the
Master Confirmation – 4 relevant Forward Price Reduction Amount on any Forward Price Reduction Date occurring on or before the Hedge Completion Date, in each case in the same manner as adjustments are made to the Forward Price pursuant to the definition thereof). Forward Seller Commission: For each Transaction, as specified on the relevant Transaction Supplement. Forward Price: For each Transaction, on the Hedge Completion Date, the Initial Forward Price, and on each calendar day thereafter, the product of the Forward Price on the immediately preceding calendar day and 1 + the Daily Rate * (1/365); provided that the Forward Price on each Forward Price Reduction Date shall be the Forward Price otherwise in effect on such date minus the Forward Price Reduction Amount for such Forward Price Reduction Date. Daily Rate: For any day, the USD-Federal Funds Rate minus the Spread. Spread: For each Transaction, as specified on the relevant Transaction Supplement. USD-Federal Funds Rate: For any day, the rate set forth for the Currency Business Day immediately preceding such day opposite the caption “Federal funds,” as such rate is displayed on the page “FEDL01 Index <GO>” on the BLOOMBERG Professional Service, or any successor page; provided that if no rate appears for any day on such page, the rate for the immediately preceding day for which a rate appears shall be used for such day. Forward Price Reduction Dates: For each Transaction, as specified on the relevant Transaction Supplement. Forward Price Reduction Amount: For each Forward Price Reduction Date of a Transaction, the Forward Price Reduction Amount set forth opposite such date on the Transaction Supplement for the relevant Transaction. Valuation: Valuation Date: For any Settlement (as defined below), with respect to any Transaction, if Physical Settlement is applicable, as designated in the relevant Settlement Notice (as defined below); or if Cash Settlement or Net Share Settlement is applicable, the last Unwind Date for such Settlement. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date. Unwind Dates: For any Cash Settlement or Net Share Settlement, with respect to any Settlement of any Transaction, each day on which Dealer (or its agent or affiliate) purchases Shares in the market in connection with such Settlement, starting on the First Unwind Date for such Settlement.
Master Confirmation – 5 First Unwind Date: For any Cash Settlement or Net Share Settlement, with respect to any Settlement of any Transaction, as designated in the relevant Settlement Notice. Unwind Period: For any Cash Settlement or Net Share Settlement, with respect to any Settlement of any Transaction, the period starting on and including the First Unwind Date for such Settlement and ending on and including the Valuation Date for such Settlement. Settlement Terms: Settlement: With respect to any Transaction, any Physical Settlement, Cash Settlement or Net Share Settlement of all or any portion of the such Transaction. Settlement Notice: For any Transaction, subject to “Early Valuation” below, Counterparty may elect to effect a Settlement of all or any portion of a Transaction by designating one or more Scheduled Trading Days following the Effective Date and on or prior to the Maturity Date to be Valuation Dates (or, with respect to Cash Settlements or Net Share Settlements, First Unwind Dates, each of which First Unwind Dates shall occur no later than the “First Unwind Date Cut-off” for such Transaction, as specified in the relevant Transaction Supplement) in a written notice to Dealer (a “Settlement Notice”) delivered no later than the applicable Settlement Method Election Date, which notice shall also specify (i) the number of Shares (the “Settlement Shares”), which shall be no less than the lesser of 100,000 Shares or the number of Undesignated Shares as of the date of such Settlement Notice, for such Settlement (not to exceed the number of Undesignated Shares as of the date of such Settlement Notice) and (ii) the Settlement Method applicable to such Settlement; provided that (A) Counterparty may not designate a First Unwind Date for a Cash Settlement or a Net Share Settlement if, as of the date of such Settlement Notice, any Shares have been designated as Settlement Shares for a Cash Settlement or a Net Share Settlement for which the related Relevant Settlement Date has not occurred; and (B) if the number of Undesignated Shares as of the Maturity Date is not zero, then the Maturity Date shall be a Valuation Date for a Physical Settlement and the number of Settlement Shares for such Settlement shall be the number of Undesignated Shares as of the Maturity Date (provided that if the Maturity Date occurs during the period from, and including, the time any Settlement Notice is given for a Cash Settlement or Net Share Settlement to, and including, the related Relevant Settlement Date, then the provisions set forth below opposite “Early Valuation” shall apply as if the Maturity Date were the Early Valuation Date). Undesignated Shares: As of any date, with respect to the relevant Transaction, the Number of Shares minus the number of Shares designated as Settlement Shares for Settlements for which the related Relevant Settlement Date has not occurred. Settlement Method Election: For any Transaction, applicable; provided that: (i) Net Share Settlement shall be deemed to be included as an additional settlement method under Section 7.1 of the Equity Definitions;
Master Confirmation – 6 (ii) Counterparty may elect Cash Settlement or Net Share Settlement only if Counterparty represents and warrants to Dealer in the Settlement Notice containing such election that, as of the date of such Settlement Notice, (A) Counterparty is not aware of any material nonpublic information concerning itself or the Shares, (B) Counterparty is electing the settlement method and designating the First Unwind Date specified in such Settlement Notice in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 under the Exchange Act (“Rule 10b-5”) or any other provision of the federal securities laws, (C) Counterparty is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)), (D) Counterparty would be able to purchase a number of Shares equal to the greater of (x) the number of Settlement Shares designated in such Settlement Notice and (y) a number of Shares with a value as of the date of such Settlement Notice equal to the product of (I) such number of Settlement Shares and (II) the applicable Relevant Forward Price for such Cash Settlement or Net Share Settlement in compliance with the laws of Counterparty's jurisdiction of organization, (E) it is not electing Cash Settlement or Net Share Settlement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) and (F) such election, and settlement in accordance therewith, does not and will not violate or conflict with any law, regulation or supervisory guidance applicable to Counterparty, or any order or judgment of any court or other agency of government applicable to it or any of its assets (including, without limitation, from any applicable utilities commission), and any governmental consents (including, without limitation, from any applicable utilities commission) that are required to have been obtained by Counterparty with respect to such election or settlement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (iii) Notwithstanding any election to the contrary in any Settlement Notice, Physical Settlement shall be applicable: (A) to all of the Settlement Shares designated in such Settlement Notice if, at any time from, and including, the date such Settlement Notice is received by Dealer to, and including the related First Unwind Date, (I) the trading price per Share on the Exchange (as determined by Dealer) is below 50% of the relevant Initial Forward Price (the “Threshold Price”) or (II) Dealer determines, in its commercially reasonable good faith judgment, that it would be unable to purchase a number of Shares in the market sufficient to unwind its commercially reasonable hedge position in respect of the portion of the relevant Transaction represented by such Settlement Shares and satisfy its delivery obligation hereunder, if any, by the Maturity Date (x) based on the advice of counsel, in a manner that (A) would, if Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with the safe harbor provided by Rule 10b-18(b) under the Exchange Act and (B) would not raise material risks under applicable securities laws or (y) due to the lack of sufficient liquidity in the Shares (each, a “Trading Condition”); or
Master Confirmation – 7 (B) to all or a portion of the Settlement Shares designated in such Settlement Notice if, on any day during the relevant Unwind Period, (I) the trading price per Share on the Exchange (as determined by Dealer) is below the Threshold Price or (II) Dealer determines, in its commercially reasonable good faith judgment, that a Trading Condition has occurred, in which case the provisions set forth below in the third paragraph opposite “Early Valuation Date” shall apply as if such day were the Early Valuation Date and (x) for purposes of clause (i) of such paragraph, such day shall be the last Unwind Date of such Unwind Period and the “Unwound Shares” shall be calculated to, and including, such day and (y) for purposes of clause (ii) of such paragraph, the “Remaining Shares” shall be equal to the number of Settlement Shares designated in such Settlement Notice minus the Unwound Shares determined in accordance with clause (x) of this sentence. Electing Party: Counterparty Settlement Method Election Date: With respect to any Settlement of any Transaction, the 5th Scheduled Trading Day immediately preceding (x) the Valuation Date, in the case of Physical Settlement, or (y) the First Unwind Date, in the case of Cash Settlement or Net Share Settlement. Default Settlement Method: Physical Settlement Physical Settlement: Notwithstanding Section 9.2(a)(i) of the Equity Definitions, on the Settlement Date, Dealer shall pay to Counterparty an amount equal to the Forward Price on the relevant Valuation Date multiplied by the number of Settlement Shares for such Settlement, and Counterparty shall deliver to Dealer such Settlement Shares. Settlement Date: For any Physical Settlement, the Valuation Date. Net Share Settlement: On the Net Share Settlement Date, if the Net Share Settlement Amount is greater than zero, Counterparty shall deliver a number of Shares equal to the Net Share Settlement Amount (rounded down to the nearest integer) to Dealer, and if the Net Share Settlement Amount is less than zero, Dealer shall deliver a number of Shares equal to the absolute value of the Net Share Settlement Amount (rounded down to the nearest integer) to Counterparty, in either case, in accordance with Section 9.4 of the Equity Definitions, with the Net Share Settlement Date deemed to be a “Settlement Date” for purposes of such Section 9.4, and, in either case, plus cash in lieu of any fractional Shares included in the Net Share Settlement Amount but not delivered due to rounding required hereby, valued at the Settlement Price. Net Share Settlement Date: The date that follows the Valuation Date by one Settlement Cycle. Net Share Settlement Amount: For any Net Share Settlement, an amount equal to the Forward Cash Settlement Amount divided by the Settlement Price. Forward Cash Settlement Amount: Notwithstanding Section 8.5(c) of the Equity Definitions, the Forward Cash Settlement Amount for any Cash Settlement or Net Share Settlement shall be equal to (i) the number of Settlement Shares for such
Master Confirmation – 8 Settlement multiplied by (ii) an amount equal to (A) the Settlement Price minus (B) the Relevant Forward Price. Relevant Forward Price: For any Cash Settlement or Net Share Settlement, the weighted average of the Forward Prices on each Unwind Date relating to such Settlement (weighted based on the number of Shares purchased by Dealer or its agent or affiliate on each such Unwind Date in connection with such Settlement, as determined by the Calculation Agent). Settlement Price: For any Cash Settlement or Net Share Settlement, the weighted average price of the purchases of Shares made by Dealer (or its agent or affiliate) during the Unwind Period relating to such Settlement (weighted based on the number of Shares purchased by Dealer or its agent or affiliate on each Unwind Date in connection with such Settlement, as determined by the Calculation Agent), plus USD0.03. Unwind Activities: The times and prices at which Dealer (or its agent or affiliate) purchases any Shares during any Unwind Period shall be at Dealer’s discretion. Without limiting the generality of the foregoing, in the event that Dealer concludes, in its good faith discretion, based on the advice of counsel, that it is appropriate with respect to any legal, regulatory or self- regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer in good faith and are generally applicable in similar situations in a non-discriminatory manner) (a “Regulatory Disruption”), for it to refrain from purchasing Shares on any Scheduled Trading Day that would have been an Unwind Date but for the occurrence of a Regulatory Disruption, Dealer will use good faith efforts to notify Counterparty in writing that a Regulatory Disruption has occurred on such Scheduled Trading Day without specifying (and Dealer shall not otherwise communicate to Counterparty) the nature of such Regulatory Disruption, and, for the avoidance of doubt, such Scheduled Trading Day shall not be an Unwind Date and such Regulatory Disruption shall be deemed to be a Market Disruption Event. Market Disruption Event: The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “at any time during the one-hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and inserting the words “at any time on any Exchange Business Day during the Unwind Period” after the word “material,” in the third line thereof. Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof. Relevant Settlement Date: For any Settlement, the Settlement Date, Cash Settlement Payment Date or Net Share Settlement Date, as the case may be. Other Applicable Provisions: To the extent Dealer is obligated to deliver Shares under any Transaction, the provisions of Sections 9.2 (last sentence only), 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to such Transaction; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein
Master Confirmation – 9 relating to restrictions, obligations, limitations or requirements under applicable securities laws that exist as a result of the fact that Counterparty is the issuer of the Shares. Share Adjustments: Potential Adjustment Events: An Extraordinary Dividend shall not constitute a Potential Adjustment Event. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring on any day following the relevant Trade Date (other than (i) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions; or (ii) a regular cash dividend having an ex-dividend date during the period from, and including, any Forward Price Reduction Date to, but excluding, the next subsequent Forward Price Reduction Date that is no more than, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on the Transaction Supplement for the relevant Transaction). Method of Adjustment: Calculation Agent Adjustment Extraordinary Events: Extraordinary Events: The consequences that would otherwise apply under Article 12 of the Equity Definitions to any applicable Extraordinary Event (excluding any Failure to Deliver, Increased Cost of Hedging, Increased Cost of Stock Borrow or any Extraordinary Event that also constitutes a Bankruptcy Termination Event, but including, for the avoidance of doubt, any other applicable Additional Disruption Event) shall not apply, and the provisions of “Early Valuation” below shall apply. Tender Offer: Applicable Delisting: In addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re- traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re- traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that (A) any determination as to whether (i) the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law) or (ii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after
Master Confirmation – 10 the Trade Date; (B) Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof and (ii) by replacing the words “the interpretation” with the words “or public announcement of any formal or informal interpretation” in the third line thereof; (C) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof; and (D) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” immediately following the word “Transaction” in clause (X) thereof. Failure to Deliver: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Applicable Increased Cost of Hedging: Applicable; provided that Section 12.9(b)(vi) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof, (ii) deleting the third and fourth sentences thereof and (iii) removing the comma between “Adjustment” and “(B)” and adding the word “or” in its place. Increased Cost of Stock Borrow: Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof, (ii) deleting the third, fourth and fifth sentences thereof and (iii) removing the comma between “”Adjustment” and “(B)” and adding the word “or” in its place. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: For each Transaction, as specified on the relevant Transaction Supplement. Loss of Stock Borrow: Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. Maximum Stock Loan Rate: For each Transaction, as specified on the relevant Transaction Supplement. Hedging Party: For all applicable Additional Disruption Events, Dealer. Determining Party: For all applicable Additional Disruption Events and Extraordinary Events, Dealer.
Master Confirmation – 11 Early Valuation: Early Valuation: Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, at any time (x) following the occurrence of a Hedging Event, the declaration by Issuer of an Extraordinary Dividend, or the occurrence of an ISDA Event or (y) if an Excess Section 13 Ownership Position, an Excess FPA Ownership Position, an NYSE Ownership Position or an Excess Regulatory Ownership Position exists, Dealer (or, in the case of an ISDA Event that is an Event of Default or Termination Event, the party entitled to designate an Early Termination Date in respect of such event pursuant to Section 6 of the Agreement) shall have the right to designate any Scheduled Trading Day to be the “Early Valuation Date,” in which case the provisions set forth in this “Early Valuation” section shall apply, in the case of an Event of Default or Termination Event, in lieu of Section 6 of the Agreement. For the avoidance of doubt, any amount calculated pursuant to this “Early Valuation” section as a result of an Extraordinary Dividend shall not be adjusted by the value associated with such Extraordinary Dividend. If the Early Valuation Date occurs on a date that is not during an Unwind Period, then the Early Valuation Date shall be a Valuation Date for a Physical Settlement, and the number of Settlement Shares for such Settlement shall be the Number of Shares on the Early Valuation Date; provided that Dealer may in its sole discretion permit Counterparty to elect Cash Settlement or Net Share Settlement, or to designate more than one Early Valuation Date, each such Early Valuation Date relating to a number of Settlement Shares designated by Dealer. If the Early Valuation Date occurs during an Unwind Period, then (i) (A) the last Unwind Date of such Unwind Period shall be deemed to be the Early Valuation Date, (B) a Settlement shall occur in respect of such Unwind Period, and the Settlement Method elected by Counterparty in respect of such Settlement shall apply, and (C) the number of Settlement Shares for such Settlement shall be the number of Unwound Shares for such Unwind Period on the Early Valuation Date, and (ii) (A) the Early Valuation Date shall be a Valuation Date for an additional Physical Settlement (provided that Dealer may in its sole discretion elect that the Settlement Method elected by Counterparty for the Settlement described in clause (i) of this sentence shall apply) and (B) the number of Settlement Shares for such additional Settlement shall be the number of Remaining Shares on the Early Valuation Date; provided that Dealer may designate more than one Early Valuation Date, each such Early Valuation Date relating to a portion of the Remaining Shares designated by Dealer. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Relevant Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent with what shareholders receive in such event. ISDA Event: (i) Any Event of Default or Termination Event, other than an Event of Default or Termination Event that also constitutes a Bankruptcy Termination Event, that gives rise to the right of either party to designate
Master Confirmation – 12 an Early Termination Date pursuant to Section 6 of the Agreement or (ii) the occurrence of, or the announcement of, any event or transaction that, if consummated, would result in a Merger Event, Tender Offer, Nationalization, Delisting or Change in Law, in each case, as determined by the Calculation Agent. If, upon designation of an Early Valuation Date by Dealer, Counterparty fails to deliver the Settlement Shares relating to such Early Valuation Date when due or otherwise fails to perform obligations within its control in respect of a Transaction, it shall be an Event of Default with respect to Counterparty, and Section 6 of the Agreement shall apply. Amendment to Merger Event: Section 12.1(b) of the Equity Definitions is hereby amended by deleting the remainder of such Section beginning with the words “in each case if the Merger Date is on or before” in the fourth to last line thereof. Hedging Event: (i) A Loss of Stock Borrow or Hedging Disruption, (ii) (A) an Increased Cost of Stock Borrow or (B) an Increased Cost of Hedging, in the case of sub-clause (A) or (B), in connection with which Counterparty does not elect, and so notify the Hedging Party of its election, in each case, within the required time period to either amend the relevant Transaction pursuant to Section 12.9(b)(v)(A) or Section 12.9(b)(vi)(A) of the Equity Definitions, as applicable, or pay an amount determined by the Calculation Agent that corresponds to the relevant Price Adjustment pursuant to Section 12.9(b)(v)(B) or Section 12.9(b)(vi)(B) of the Equity Definitions, as applicable, or (iii) the occurrence of a Market Disruption Event during an Unwind Period and the continuance of such Market Disruption Event for at least eight Scheduled Trading Days. Remaining Shares: On any day, the Number of Shares as of such day (or, if such day occurs during an Unwind Period, the Number of Shares as of such day minus the Unwound Shares for such Unwind Period on such day). Unwound Shares: For any Unwind Period on any day, the aggregate number of Shares with respect to which Dealer has unwound its hedge position in respect of the relevant Transaction in connection with the related Settlement as of such day. Acknowledgements: Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgements: Applicable Transfer: Notwithstanding anything to the contrary in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of Dealer under any Transaction, in whole or in part, and without the consent of Counterparty, to: (A) any affiliate of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer; (B) any affiliate of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer or assignment; or (C) any affiliate of Dealer that is also the related Manager (as defined in the Distribution Agreement) ; provided
Master Confirmation – 13 that (i) Counterparty shall not be required to pay or deliver to the transferee or assignee under Section 2(d)(i)(4) of the Agreement any amount or number of Shares greater than the amount Counterparty would have been required to pay or deliver to Dealer in the absence of such transfer or assignment, (ii) Counterparty shall not receive from the transferee or assignee any amount or number of Shares less than it would have been entitled to receive in the absence of such transfer or assignment and (iii) such transferee or assignee shall provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the results described in clauses (i) and (ii) will not occur upon or after such assignment; provided further that, at all times, Dealer or any transferee or assignee shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI with respect to any payments or deliveries under the Agreement. Notwithstanding the foregoing or any other provision of this Master Confirmation or Transaction Supplement to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of any Transaction and such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty solely to the extent of any such performance. Calculation Agent: Dealer; provided that, following the occurrence and during the continuance of an Event of Default of the type described in Section 5(a)(vii) of the Agreement with respect to which Dealer is the sole Defaulting Party, if the Calculation Agent fails to timely make any calculation, adjustment or determination required to be made by the Calculation Agent hereunder and such failure continues for five (5) Exchange Business Days following written notice to the Calculation Agent by Counterparty of such failure, Counterparty shall have the right to designate a nationally recognized third-party dealer in over-the- counter corporate equity derivatives to act, during the period commencing on the date such Event of Default occurred and ending on the Early Termination Date with respect to such Event of Default, as the Calculation Agent. Following any determination or calculation by the Calculation Agent hereunder, upon a request by Counterparty, the Calculation Agent shall promptly (but in any event within three Scheduled Trading Days) provide to Counterparty by e-mail to the e- mail address provided by Counterparty in such request a report (in a commonly used file format for the storage and manipulation of financial data) displaying in reasonable detail the basis for such determination or calculation (including any assumptions used in making such determination or calculation), it being understood that the Calculation Agent shall not be obligated to disclose any proprietary or confidential models used by it for such determination or calculation or any information that may be proprietary or confidential or subject to an obligation not to disclose such information. Account for payments to Counterparty: To be provided separately Account
Master Confirmation – 14 for payments to Dealer: As set forth on Annex B hereto Account for delivery of Shares to Counterparty: To be provided separately Account for delivery of Shares to Dealer: As set forth on Annex B hereto Offices: (a) The Office of Counterparty for each Transaction is: Inapplicable; Counterparty is not a Multibranch Party. (b) The Office of Dealer for each Transaction is: As set forth on Annex B hereto. Counterparty’s Contact Details for Purpose of Giving Notice: ONEOK, Inc. 100 West Fifth Street Tulsa, OK 74103 Telephone: (918) 588-7000 Email: Andrea.Cooper@oneok.com Walter.Hulse@oneok.com Dealer’s Contact Details for Purpose of Giving Notice: As set forth on Annex B hereto Notices: Notwithstanding anything to the contrary in the Agreement (including, without limitation, Section 12 of the Agreement), any notice or other communication to be delivered under the Agreement (including, without limitation, under Section 5 or 6 of the Agreement) may be delivered by e-mail and will be deemed effective on the date it is delivered. 3. Effectiveness. The effectiveness of this Master Confirmation and each Transaction shall be subject to the following conditions: (a) the representations and warranties of Counterparty contained in the Distribution Agreement, and any certificate delivered pursuant thereto by Counterparty shall be true and correct on the Effective Date as if made as of the Effective Date; (b) Counterparty shall have performed all of the obligations required to be performed by it under the Distribution Agreement on or prior to the Effective Date; (c) all of the conditions set forth in Section 6 of the Distribution Agreement shall have been satisfied; (d) the Effective Date (as defined in the Distribution Agreement) shall have occurred as provided in the Distribution Agreement; (e) all of the representations and warranties of Counterparty hereunder and under the Agreement shall be true and correct on the Effective Date as if made as of the Effective Date;
Master Confirmation – 15 (f) Counterparty shall have performed all of the obligations required to be performed by it hereunder and under the Agreement on or prior to the Effective Date, including without limitation its obligations under Sections 5 and 6 of this Master Confirmation; and (g) Counterparty shall have delivered to Dealer an opinion of counsel in form and substance reasonably satisfactory to Dealer, on the date of this Master Confirmation and on each Representation Date (as defined in the Distribution Agreement), with respect to the matters set forth in Section 3(a) of the Agreement and that the maximum number of Shares initially issuable hereunder have been duly authorized and, upon issuance pursuant to the terms of each Transaction, will be validly issued, fully paid and nonassessable. Notwithstanding the foregoing or any other provision of this Master Confirmation or any Transaction Supplement, if (x) Dealer, in its commercially reasonable judgment, is unable to borrow and deliver for sale the Full Number of Shares for such Transaction, or (y) in Dealer’s commercially reasonable judgment, it would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of the Full Number of Shares (in each case, an “Initial Hedging Disruption”), the effectiveness of the Transaction Supplement and the relevant Transaction shall be limited to the number of Shares Dealer may borrow at a cost of not more than 200 basis points per annum (such number of Shares, the “Reduced Number of Shares”), which, for the avoidance of doubt, may be zero. 4. Additional Mutual Representations and Warranties. In addition to the representations and warranties in the Agreement, each party represents and warrants to the other party that it is an “eligible contract participant,” as defined in the U.S. Commodity Exchange Act (as amended), and an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act of 1933 (as amended) (the “Securities Act”), and is entering into this Master Confirmation and each Transaction hereunder as principal and not for the benefit of any third party. 5. Additional Representations and Warranties of Counterparty. In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty represents and warrants to Dealer, and agrees with Dealer, that: (a) without limiting the generality of Section 13.1 of the Equity Definitions, it acknowledges that Dealer is not making any representations or warranties with respect to the treatment of any Transaction hereunder, including without limitation ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, FASB Statements 128, 133, as amended, 149 or 150, EITF 00-19, 01-6, 03-6 or 07-5, ASC Topic 480, Distinguishing Liabilities from Equity, ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under the Financial Accounting Standards Board’s Liabilities & Equity Project; (b) Counterparty represents that it is a “commercial end user” as defined in 17 CFR §240.18a-3(b)(2) and is not a “financial end user” as defined in 12 CFR § 349.2; (c) it shall not take any action to reduce or decrease the number of authorized and unissued Shares below the sum of (i) the aggregate Number of Shares across all Transactions plus (ii) the
Master Confirmation – 16 total number of Shares issuable upon settlement (whether by physical settlement, net share settlement or otherwise) of any other transaction or agreement to which it is a party; (d) it will not repurchase, directly or indirectly, any Shares if, immediately following such repurchase, the aggregate Number of Shares across all Transactions would be equal to or greater than 4.5% of the number of then-outstanding Shares and it will notify Dealer immediately upon the announcement or consummation of any repurchase of Shares in an amount that, taken together with the amount of all repurchases since the date of the last such notice (or, if no such notice has been given, since the Trade Date), exceeds 0.5% of the number of then-outstanding Shares; (e) it is not entering into this Master Confirmation or any Transaction hereunder to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act; (f) neither it nor any of its officers, directors, managers or similar persons is aware of any material non-public information regarding itself or the Shares; it is entering into this Master Confirmation, and each Transaction hereunder, and will provide any Settlement Notice, in good faith and not as part of a plan or scheme to evade compliance with Rule 10b-5 or any other provision of the federal securities laws; it has not entered into or altered any hedging transaction relating to the Shares corresponding to or offsetting the relevant Transaction; and it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Transaction Supplement under Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”); (g) it is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) to its actual knowledge, no state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares, in each case, other than U.S. federal securities laws generally applicable to transactions relating to common equity securities listed on the Exchange; (i) as of the Trade Date and as of the date of any payment or delivery by Counterparty or Dealer hereunder, it is not and will not be “insolvent” (as such term is defined under Section 101(32) of the Bankruptcy Code); (j) it is not, and after giving effect to the transactions contemplated hereby will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;
Master Confirmation – 17 (k) it: [(i) is an “institutional account” as defined in FINRA Rule 4512(c); and (ii)]3 is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating any recommendations of Dealer or its associated persons; and (l) IT UNDERSTANDS THAT THE TRANSACTION IS SUBJECT TO COMPLEX RISKS WHICH MAY ARISE WITHOUT WARNING AND MAY AT TIMES BE VOLATILE AND THAT LOSSES MAY OCCUR QUICKLY AND IN UNANTICIPATED MAGNITUDE AND IS WILLING TO ACCEPT SUCH TERMS AND CONDITIONS AND ASSUME (FINANCIALLY AND OTHERWISE) SUCH RISKS. 6. Additional Covenants of Counterparty. (a) Counterparty acknowledges and agrees that any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement Date will be (i) newly issued, (ii) approved for listing or quotation on the Exchange, subject to official notice of issuance, and (iii) registered under the Exchange Act, and, when delivered by Dealer (or an affiliate of Dealer) to securities lenders from whom Dealer (or an affiliate of Dealer) borrowed Shares in connection with hedging its exposure to the relevant Transaction, will be freely saleable without further registration or other restrictions under the Securities Act in the hands of those securities lenders, irrespective of whether any such stock loan is effected by Dealer or an affiliate of Dealer. Accordingly, Counterparty agrees that any Shares so delivered will not bear a restrictive legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. In addition, Counterparty represents and agrees that any such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance (including without limitation any preemptive or similar rights). (b) Counterparty agrees that Counterparty shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting any Transaction. Without limiting the generality of the provisions set forth opposite the caption “Unwind Activities” in Section 2 of this Master Confirmation, Counterparty acknowledges that it has no right to, and agrees that it will not seek to, control or influence Dealer’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under or in connection with a Transaction, including, without limitation, Dealer’s decision to enter into any hedging transactions. (c) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation or any Transaction Supplement must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager or similar person of Counterparty is aware of any material non-public information regarding Counterparty or the Shares. 3 NTD: include if Dealer is a broker-dealer (or its Agent is).
Master Confirmation – 18 (d) Counterparty shall promptly provide notice thereof to Dealer (i) upon the occurrence of any event that would, with the giving of notice, the passage of time or the satisfaction of any condition, constitute an Event of Default, a Potential Event of Default or a Termination Event in respect of which Counterparty is a Defaulting Party or an Affected Party, as the case may be, and (ii) upon announcement of any event that, if consummated, would constitute a Potential Adjustment Event. (e) Neither Counterparty nor any of its “affiliated purchasers” (as defined by Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall take any action that would cause any purchases of Shares by Dealer or any of its Affiliates in connection with any Cash Settlement or Net Share Settlement not to meet the requirements of the safe harbor provided by Rule 10b-18 if such purchases were made by Counterparty. Without limiting the generality of the foregoing, during any Unwind Period, except with the prior written consent of Dealer, Counterparty will not, and will cause its affiliated purchasers (as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or announce or commence any tender offer relating to, any Shares (or equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for the Shares. (f) Counterparty will not be subject to any “restricted period” (as such term is defined in Regulation M promulgated under the Exchange Act (“Regulation M”)) in respect of Shares or any security with respect to which the Shares are a “reference security” (as such term is defined in Regulation M) during any Unwind Period. (g) Counterparty shall: (i) not, during any Unwind Period, make, and will use its commercially reasonable efforts not to permit to be made to the extent within its control, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction, and if Counterparty makes or expects to make any such announcement then Counterparty shall notify Dealer prior to the opening of trading in the Shares on any such day of such public announcement; (ii) promptly notify Dealer following any such announcement that such announcement has been made; (iii) promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer with written notice specifying (A) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date for the Merger Transaction that were not effected through Dealer or its affiliates and (B) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding such announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. Counterparty acknowledges that any such notice may result in a Regulatory Disruption, a Trading Condition or an Early Valuation or may affect the length of any ongoing Unwind Period; accordingly, Counterparty acknowledges that its delivery of such notice must comply with the standards set forth in Section 6(c) above. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Master Confirmation – 19 7. Termination on Bankruptcy. The parties hereto agree that, notwithstanding anything to the contrary in the Agreement or the Equity Definitions, each Transaction constitutes a contract to issue a security of Counterparty as contemplated by Section 365(c)(2) of the Bankruptcy Code and that each Transaction and the obligations and rights of Counterparty and Dealer (except for any liability as a result of breach of any of the representations, warranties or covenants provided by Counterparty in Sections 3-6 above) shall immediately terminate, without the necessity of any notice, payment (whether directly, by netting or otherwise) or other action by Counterparty or Dealer, if, on or prior to the final Settlement Date, Cash Settlement Payment Date or Net Share Settlement Date, an Insolvency Filing occurs or any other proceeding commences with respect to Counterparty under the Bankruptcy Code (a “Bankruptcy Termination Event”). 8. Additional Provisions. (a) Dealer acknowledges and agrees that Counterparty’s obligations under each Transaction are not secured by any collateral and that this Master Confirmation and any Transaction Supplement is not intended to convey to Dealer rights with respect to the transactions contemplated hereby that are senior to the claims of common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided that nothing herein shall limit or shall be deemed to limit Dealer’s right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to this Master Confirmation, any Transaction hereunder or the Agreement; provided further that nothing herein shall limit or shall be deemed to limit Dealer’s rights in respect of any transaction other than the Transaction. (b) The parties hereto intend for: (i) each Transaction to be a “securities contract” as defined in Section 741(7) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 555 and 561 of the Bankruptcy Code; (ii) the rights given to Dealer pursuant to “Early Valuation” in Section 2 above to constitute “contractual rights” to cause the liquidation of a “securities contract” and to set off mutual debts and claims in connection with a “securities contract,” as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy Code; (iii) any cash, securities or other property provided as performance assurance, credit support or collateral with respect to any Transaction to constitute “margin payments” and “transfers” under a “securities contract” as defined in the Bankruptcy Code; (iv) all payments for, under or in connection with any Transaction, all payments for Shares and the transfer of Shares to constitute “settlement payments” and “transfers” under a “securities contract” as defined in the Bankruptcy Code; and (v) any or all obligations that either party has with respect to this Master Confirmation, any Transaction hereunder or the Agreement to constitute property held by or due from such party to margin, guaranty or settle obligations of the other party with respect to the transactions under the Agreement (including the Transaction) or any other agreement between such parties.
Master Confirmation – 20 (c) Notwithstanding any other provision of the Agreement, this Master Confirmation or any Transaction Supplement, in no event will Counterparty be required to deliver in the aggregate in respect of all Settlement Dates, Net Share Settlement Dates or other dates on which Shares are delivered in respect of any amount owed under this Agreement a number of Shares greater than 1.5 times the Number of Shares for such Transaction as of the Trade Date for such Transaction (as adjusted for stock splits and similar events or otherwise pursuant to the Equity Definitions) (the “Capped Number”). Counterparty represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the aggregate Capped Number of the Transactions is equal to or less than the number of authorized but unissued Shares that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped Number (such Shares, the “Available Shares”). In the event Counterparty shall not have delivered the full number of Shares otherwise deliverable as a result of this Section 8(c) (the resulting deficit, the “Deficit Shares”), Counterparty shall be continually obligated to deliver Shares, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, when, and to the extent that, (A) Shares are repurchased, acquired or otherwise received by Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (B) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved and (C) Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions (such events as set forth in clauses (A), (B) and (C) above, collectively, the “Share Issuance Events”). Counterparty shall promptly notify Dealer of the occurrence of any of the Share Issuance Events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number of Shares to be delivered) and, as promptly as reasonably practicable, deliver such Shares thereafter. Counterparty shall not, until Counterparty’s obligations under the Transaction have been satisfied in full, use any Shares that become available for potential delivery to Dealer as a result of any Share Issuance Event for the settlement or satisfaction of any transaction or obligation other than the Transaction or reserve any such Shares for future issuance for any purpose other than to satisfy Counterparty’s obligations to Dealer under the Transaction. (d) The parties intend for this Master Confirmation and each Transaction Supplement to constitute a “Contract” as described in the letter dated October 6, 2003 submitted on behalf of Dealer to Paula Dubberly of the staff of the Securities and Exchange Commission (the “Staff”) to which the Staff responded in an interpretive letter dated October 9, 2003 (the “Interpretive Letter”). Counterparty agrees to take all actions, and to omit to take any actions, reasonably requested by Dealer and based on advice of counsel, for the Transaction to comply with the Interpretive Letter. (e) The parties intend for this Transaction (taking into account purchases of Shares in connection with any Cash Settlement or Net Share Settlement) to comply with the requirements of Rule 10b5-1(c)(1)(i)(A) under the Exchange Act and for this Master Confirmation and each Transaction Supplement to constitute a binding contract or instruction satisfying the requirements of 10b5-1(c) and to be interpreted to comply with the requirements of Rule 10b5-1(c). (f) [Reserved] (g) [Reserved]
Master Confirmation – 21 (h) [Reserved] (i) [Reserved] (j) [Reserved] (k) If Dealer has an Agent, the date and time of the Transaction will be furnished by the Agent to Dealer and Counterparty upon written request. (l) If Dealer has an Agent, the Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction. (m) Counterparty acknowledges that: (i) during the term of the Transaction, Dealer and its affiliates may buy or sell Shares or other securities or buy or sell options or futures contracts or enter into swaps or other derivative securities in order to establish, adjust or unwind its hedge position with respect to the Transaction; (ii) Dealer and its affiliates may also be active in the market for the Shares and derivatives linked to the Shares other than in connection with hedging activities in relation to the Transaction, including acting as agent or as principal and for its own account or on behalf of customers; (iii) Dealer shall make its own determination as to whether, when or in what manner any hedging or market activities in Counterparty’s securities shall be conducted and shall do so in a manner that it deems appropriate to hedge its price and market risk with respect to the Forward Price and the Settlement Price; (iv) any market activities of Dealer and its affiliates with respect to the Shares may affect the market price and volatility of the Shares, as well as the Forward Price and the Settlement Price, each in a manner that may be adverse to Counterparty; and (v) the Transaction is a derivatives transaction; Dealer may purchase or sell Shares for its own account at an average price that may be greater than, or less than, the price received by Counterparty under the terms of the Transaction. 9. Indemnification. Counterparty agrees to indemnify and hold harmless Dealer, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities (or actions in respect thereof), joint or several, incurred by or asserted against such Indemnified Party arising out of, in connection with, or relating to, the execution or delivery of this Master Confirmation or any Transaction Supplement, the performance by the parties hereto of their respective obligations under the Transaction, any breach of any covenant or representation made by Counterparty in this Master Confirmation, any Transaction Supplement or the Agreement or the consummation of the transactions contemplated hereby. Counterparty will not be
Master Confirmation – 22 liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from Dealer’s willful misconduct or gross negligence in performing the services that are subject of the Transaction. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, Counterparty will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. Counterparty also agrees that no Indemnified Party shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter referred to in this Master Confirmation or any Transaction Supplement except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from the gross negligence or willful misconduct of the Indemnified Party. The provisions of this Section 9 shall survive the completion of each Transaction contemplated by this Master Confirmation and any assignment and/or delegation of any Transaction made pursuant to the Agreement or this Master Confirmation shall inure to the benefit of any permitted assignee of Dealer. 10. Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement, this Master Confirmation or any Transaction Supplement, in no event shall Dealer be entitled to receive, or be deemed to receive, or have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)), Shares to the extent that, upon such receipt of such Shares, (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any of its affiliates’ business units subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer with respect to “beneficial ownership” of any Shares (collectively, “Dealer Group”) would be equal to or greater than the lesser of (x) 4.5 % of the then-outstanding Shares (such condition, an “Excess Section 13 Ownership Position”) and (y) 4.9% of the outstanding Shares as of the Trade Date for the relevant Transaction (such number of Shares, the “Threshold Number of Shares” and such condition, an “Excess NYSE Ownership Position”), or (ii) Dealer's ultimate parent entity would purchase, acquire or take (as such terms are used in the Federal Power Act) at any time on the relevant date in excess of 7.5% of the outstanding Shares (an “Excess FPA Ownership Position”) or (iii) Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any state or federal bank holding company or banking laws, or any federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (x) the lesser of (A) the maximum number of Shares that would be permitted under Applicable Laws and
Master Confirmation – 23 (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (such condition described in clause (iii), an “Excess Regulatory Ownership Position”). If any delivery owed to Dealer hereunder is not made, in whole or in part, as a result of this provision, (i) Counterparty’s obligation to make such delivery shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Dealer gives notice to Counterparty that such delivery would not result in (x) Dealer Group directly or indirectly so beneficially owning in excess of the lesser of (A) 4.5% of the outstanding Shares and (B) the Threshold Number of Shares or (y) the occurrence of an Excess FPA Ownership Position or an Excess Regulatory Ownership Position and (ii) if such delivery relates to a Physical Settlement, notwithstanding anything to the contrary herein, Dealer shall not be obligated to satisfy the portion of its payment obligation corresponding to any Shares required to be so delivered until the date Counterparty makes such delivery. 11. Non-Confidentiality. The parties hereby agree that (i) effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind, including opinions or other tax analyses, provided by Dealer and its affiliates to Counterparty relating to such tax treatment and tax structure; provided that the foregoing does not constitute an authorization to disclose the identity of Dealer or its affiliates, agents or advisers, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information, and (ii) Dealer does not assert any claim of proprietary ownership in respect of any description contained herein or therein relating to the use of any entities, plans or arrangements to give rise to a particular United States federal income tax treatment for Counterparty. 12. Restricted Shares. If Counterparty is unable to comply with the covenant of Counterparty contained in Section 6(a) above or Dealer otherwise determines in its reasonable opinion that any Shares to be delivered to Dealer by Counterparty may not be freely returned by Dealer to securities lenders as described in the covenant of Counterparty contained in Section 6(a) above, then delivery of any such Settlement Shares (the “Unregistered Settlement Shares”) shall be effected pursuant to Annex A hereto, unless waived by Dealer. 13. Governing Law. Notwithstanding anything to the contrary in the Agreement, the Agreement, this Master Confirmation and each Transaction Supplement and all matters arising in connection with the Agreement, this Master Confirmation and each Transaction Supplement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (without reference to its choice of laws doctrine other than Title 14 of Article 5 of the New York General Obligations Law).
Master Confirmation – 24 14. Set-Off. (a) The parties agree that upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (or any Affiliate of Y) (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y (or any Affiliate of Y) owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this Section 14. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 14 shall be effective to create a charge or other security interest. This Section 14 shall be without prejudice and in addition to any right of set- off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise). (b) Notwithstanding anything to the contrary in the foregoing, each party (“A”) agrees not to set off or net amounts due from the other party (“B”) with respect to any Transaction against amounts due from A to B with respect to contracts or instruments that are not Equity Contracts. “Equity Contract” means any transaction or instrument that does not convey to Dealer rights, or the ability to assert claims, that are senior to the rights and claims of common stockholders in the event of Counterparty’s bankruptcy. 15. Staggered Settlement. Notwithstanding anything to the contrary herein, Dealer may, by prior notice to Counterparty, satisfy its obligation to deliver any Shares or other securities on any date due (an “Original Delivery Date”) by making separate deliveries of Shares or such securities, as the case may be, at more than one time on or prior to such Original Delivery Date, so long as the aggregate number of Shares and other securities so delivered on or prior to such Original Delivery Date is equal to the number required to be delivered on such Original Delivery Date. 16. Right to Extend. Dealer may postpone any Settlement Date or any other date of valuation or delivery, with respect to some or all of the relevant Shares, if Dealer determines, based on the advice of counsel, that such extension is reasonably necessary or appropriate to enable Dealer to effect purchases of Shares in connection with its hedging activity hereunder in a manner that would, if Dealer were Counterparty or an affiliate purchaser of Counterparty, be in compliance with applicable legal and regulatory requirements. 17. Counterparts. This Master Confirmation, and each Transaction Supplement, may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation, and each Transaction Supplement, by signing and delivering one or more counterparts.
Master Confirmation – 25 18. Other Forward. Dealer acknowledges that Counterparty has entered into or may enter into one or more substantially similar forward transactions for the Shares (each, an “Other Forward” and collectively, the “Other Forwards”) with one or more alternative forward purchasers. Dealer and Counterparty agree that if Counterparty designates a Settlement Date with respect to one or more Other Forwards and for which Cash Settlement or Net Share Settlement is applicable, and the resulting Unwind Period for an Other Forward coincides for any period of time with an Unwind Period for the Transaction (the “Overlap Unwind Period”), Counterparty shall notify Dealer at least one Scheduled Trading Day prior to the commencement of such Overlap Unwind Period of the first Exchange Business Day and length of such Overlap Unwind Period, and Dealer shall be permitted to purchase Shares to unwind its hedge in respect of the Transaction only on alternating Exchange Business Days during such Overlap Unwind Period, as notified to Dealer by Counterparty at least one Exchange Business Day prior to such Overlap Unwind Period (which alternating Exchange Business Days, for the avoidance of doubt, may be every other Exchange Business Day if there is only one Other Forward, every third Exchange Business Day if there are two Other Forwards, etc.). 19. [Reserved] 20. Incorporation of ISDA 2015 Section 871(m) Protocol. The parties to this Master Confirmation agree that the amendments set out in the Attachment to the ISDA 2015 Section 871(m) Protocol published by ISDA on November 2, 2015 and available on the ISDA website (www.isda.org) shall apply to this Master Confirmation. The parties further agree that this Master Confirmation will be deemed to be a Covered Master Agreement and that the Implementation Date shall be the effective date of this Master Confirmation as amended by the parties for the purposes of such Protocol amendments regardless of the definitions of such terms in the Protocol. 21. Incorporation of ISDA 2012 FATCA Protocol. The parties to this Master Confirmation agree that the amendments set out in the Attachment to the ISDA 2012 FATCA Protocol published by ISDA on August 15, 2012 and available on the ISDA website (www.isda.org) shall apply to this Master Confirmation. The parties further agree that this Master Confirmation will be deemed to be a Covered Master Agreement and that the Implementation Date shall be the effective date of this Master Confirmation as amended by the parties for the purposes of such Protocol amendments regardless of the definitions of such terms in the Protocol. 22. Tax Matters. (a) Payer Tax Representations. For the purpose of Section 3(e) of the Agreement, each of Dealer and Counterparty makes the following representation:
Master Confirmation – 26 It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position. (b) Payee Tax Representations. For the purpose of Section 3(f) of the Agreement: (i) Dealer makes the following representations: As set forth in Annex B hereto. (ii) Counterparty makes the following representations: (A) It is a “U.S. person” (as that term is used in Section 1.1441- 4(a)(3)(ii) of the United States Treasury Regulations) for U.S. federal income tax purposes. (B) It is a corporation for U.S. federal income tax purposes and is organized under the laws of the State of Oklahoma. (C) It is an exempt recipient under Section 1.6049-4(c)(1)(ii)(A) of the United States Treasury Regulations. (c) Tax documentation. For the purposes of Section 4(a)(i) and Section 4(a)(ii) of the Agreement: (i) Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, (A) on or before the date of execution of this Master Confirmation, (B) promptly upon demand by Dealer and (C) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. (ii) Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form as set forth in Annex B hereto, or any successor thereto, (a) on or before the date of execution of this Master Confirmation, (b) promptly upon reasonable demand by Counterparty and (c) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect.
Master Confirmation – 27 (iii) Additionally, each of Dealer and Counterparty shall, promptly upon reasonable request by the other party, provide such other tax forms and documents reasonably requested by the other party. 23. Waiver of Trial by Jury. EACH OF DEALER AND COUNTERPARTY HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTIONS OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF. 24. Governing Law/Jurisdiction. This Master Confirmation and any claim, controversy or dispute arising under or related to this Master Confirmation or any Transaction hereunder shall be governed by the laws of the State of New York without reference to the conflict of laws provisions thereof other than Title 14 of Article 5 of the New York General Obligations Law. The parties hereto irrevocably submit to the exclusive jurisdiction of the courts of the State of New York and the United States Court for the Southern District of New York in connection with all matters relating hereto and waive any objection to the laying of venue in, and any claim of inconvenient forum with respect to, these courts. [Signature Pages Follow]
[Dealer] and ONEOK, Inc. Counterparty hereby agrees (a) to check this Master Confirmation and each Transaction Supplement carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transactions contemplated hereunder, by signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Dealer. Yours faithfully, [DEALER] By: Name: Title: [[DEALER’S AGENT (IF RELEVANT)], as Agent By: Name: Title: ]
Signature Page – Master Confirmation [Dealer] and ONEOK, Inc. Agreed and accepted by: ONEOK, INC. By: Name: Title:
ANNEX A PRIVATE PLACEMENT PROCEDURES If Counterparty delivers Unregistered Settlement Shares pursuant to Section 12 above (a “Private Placement Settlement”), then: (a) all Unregistered Settlement Shares shall be delivered to Dealer (or any affiliate of Dealer designated by Dealer) pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof; (b) as of or prior to the date of delivery, Dealer and any potential purchaser of any such shares from Dealer (or any affiliate of Dealer designated by Dealer) identified by Dealer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them); (c) as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with Dealer (or any affiliate of Dealer designated by Dealer) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Dealer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, Dealer and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all fees and expenses in connection with such resale, including all fees and expenses of counsel for Dealer, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and (d) in connection with the private placement of such shares by Counterparty to Dealer (or any such affiliate) and the private resale of such shares by Dealer (or any such affiliate), Counterparty shall, if so requested by Dealer, prepare, in cooperation with Dealer, a private placement memorandum in form and substance reasonably satisfactory to Dealer.
In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Unregistered Settlement Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Unregistered Settlement Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Unregistered Settlement Shares. If Counterparty delivers any Unregistered Settlement Shares in respect of the Transaction, Counterparty agrees that (i) such Shares may be transferred by and among Dealer and its affiliates and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after the applicable Settlement Date, Counterparty shall promptly remove, or cause the transfer agent for the Shares to remove, any legends referring to any transfer restrictions from such Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of seller’s and broker’s representation letters customarily delivered by Dealer or its affiliates in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, each without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer).
ANNEX B DEALER ANNEX [DEALER] 1. Cross-Default Threshold Amount for Dealer. For purposes of the “Cross-Default” provisions of Section 5(a)(vi) of the Agreement, with respect to Dealer, the “Threshold Amount” shall refer to the following entity: [Dealer] [ INSERT OTHER ENTITY (IF RELEVANT)]. 2. Office of Dealer. [New York] [ ] 3. Address for Notices to Dealer: [DEALER NAME] [ADDRESS] [ADDRESS] Attention: [ ] Telephone: [ ] Email: [ ] 4. Dealer Payee Tax Representations. For the purpose of Section 3(f) of the Agreement, Dealer makes the following representations: [TO INSERT FOR DEALER] 5. Tax Documentation. For purposes of Section 22(c)(ii) of the Master Confirmation, the Dealer shall deliver to Counterparty a U.S. Internal Revenue Service Form [ ] (or successor thereto). 6. Account for payments to Dealer. [To be provided separately.] 7. Account for delivery of Shares to Dealer. [To be provided separately.] 8. Miscellaneous Provisions. [INSERT IF RELEVANT FOR DEALER]
ANNEX C TRANSACTION SUPPLEMENT From: [DEALER] To: ONEOK, Inc. Subject: Issuer Share Forward Sale Transaction Ladies and Gentlemen: The purpose of this Transaction Supplement is to confirm the terms and conditions of the Transaction entered into between [DEALER] (“Dealer”) and ONEOK, Inc. (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below. This Transaction Supplement is a binding contract between Dealer and Counterparty as of the relevant Trade Date for the Transaction referenced below. This Transaction Supplement supplements, forms a part of, and is subject to, the Master Confirmation, dated as of [ ], 2026 (the “Master Confirmation”) between the Contracting Parties, as amended, restated, supplemented or otherwise modified from time to time. All provisions contained in the Master Confirmation govern this Transaction Supplement except as expressly modified below. The terms of the Transaction to which this Transaction Supplement relates are as follows: Trade Date: [●], 20[●] Maturity Date: [●], 20[●] Forward Hedge Completion Date Deadline: [[●], 20[●]] Forward Seller Commission: [●] bps Spread: [●] bps Initial Stock Loan Rate: [●] bps Maximum Stock Loan Rate: [●] bps Hedge Completion Date: [●] Initial Number of Shares: [●], subject to further adjustment in accordance with the terms of the Master Confirmation. Initial Forward Price: $[●] First Unwind Date Cut-off: the [●]th Scheduled Trading Day preceding the Maturity Date. Forward Price Reduction Date(s) Forward Price Reduction Amount(s) Trade Date USD0.00 [ ], 20[] USD[ ] [ ], 20[] USD[ ]
[ ], 20[] USD[ ] [ ], 20[] USD[ ] [ ], 20[] USD[ ] Other Deviations from the Master Confirmation: [●] [Signature Pages Follow]
Annex II Yours faithfully, [DEALER] By: Name: Title: [[DEALER’S AGENT (IF RELEVANT)], as Agent By: Name: Title: ]
Annex II Agreed and accepted by: ONEOK, INC. By: Name: Title:
Annex III ANNEX III FORM OF JOINDER AGREEMENT TO THE EQUITY DISTRIBUTION AGREEMENT [ ], 20[ ] Reference is hereby made to that certain equity distribution agreement, dated [ ], 2026, by and among ONEOK, Inc., an Oklahoma corporation (the “Company”), BofA Securities, Inc., as sales agent, principal and/or, if applicable, forward seller, from time to time (in such capacity, the “Manager”), and Bank of America, N.A. as forward purchaser (in such capacity, the “Forward Purchaser”) (the “Equity Distribution Agreement”) relating to the issuance and sale by the Company through or to the Manager, as sales agent and/or principal, of shares of common stock of the Company, par value $0.01 per share, having an aggregate gross sales price of up to $1,000,000,000 (the “Securities”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Equity Distribution Agreement. 1. Joinder. Each of the undersigned hereby acknowledges that it has received a copy of the Equity Distribution Agreement and acknowledges and agrees with the Manager and Forward Purchaser, as applicable, that by its execution and delivery hereof it shall (i) join and become a party to the Equity Distribution Agreement; (ii) be bound by all covenants, agreements, indemnities, representations, warranties and acknowledgments applicable to such party as set forth in and in accordance with the terms of the Equity Distribution Agreement; and (iii) perform all obligations and duties as required of it in accordance with the Equity Distribution Agreement. The undersigned hereby also agrees that all references to “Manager” or “Forward Purchaser,” as applicable, in the Equity Distribution Agreement shall include the undersigned, as applicable, and that the undersigned shall be bound by all provisions of the Equity Distribution Agreement containing such references. 2. Representations and Warranties. Each of the undersigned hereby represents and warrants that the representations and warranties set forth in the Equity Distribution Agreement applicable to such party are true and correct on and as of the date hereof (except to the extent any such representations and warranties expressly relate to a specific date, in which case as of such specific date) with the same force and effect as if such representations and warranties had been made as of the date of the Equity Distribution Agreement. 3. Counterparts. This Joinder Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. Any signature to this Joinder Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Joinder Agreement. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Joinder Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.
Annex III 4. Amendments. No amendment or waiver of any provision of this Joinder Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. 5. Headings. The headings of the sections of this Joinder Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Joinder Agreement. 6. Applicable Law. This Joinder Agreement and any claim, controversy or dispute arising under or related to this Joinder Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
Annex III IN WITNESS WHEREOF, each of the undersigned has caused this Joinder Agreement to be duly executed and delivered by its proper and duly authorized officer as of the date set forth above. [Manager] By: _________________________ Name: Title: Dated: As Manager [Forward Purchaser] By: _________________________ Name: Title: Dated: As Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement
Exh. A Exhibit A Form of Opinion of Latham & Watkins LLP We have acted as special counsel to ONEOK, Inc., an Oklahoma corporation (the “Company”), in connection with the sale of shares (the “Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), (i) by the Company to or through BofA Securities, Inc., as sales agent, principal and/or, if applicable, forward seller, from time to time (in such capacity, the “Manager”), and/or (ii) by Bank of America, N.A. as forward purchaser (in such capacity, the “Forward Purchaser”), through the Manager as forward seller, from time to time, having an aggregate gross sales price of up to $1,000,000,000 (the “Maximum Program Amount”), pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 18, 2026 (Registration No. 333-296919) (as so filed and as amended, the “Registration Statement”), a base prospectus, dated June 18, 2026 and included in the Registration Statement (the “Base Prospectus”), a prospectus supplement, dated [ ], 2026 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”), an equity distribution agreement dated [ ], 2026 (the “Equity Distribution Agreement”) among each of you and the Company, and a master confirmation agreement dated [ ], 2026 (the “Master Confirmation Agreement”) between the Forward Purchaser and the Company substantially in the form attached as Annex II to the Equity Distribution Agreement, including the possible entry by the Company into (i) one or more share purchase transactions with the Manager as set forth in one or more separate letter agreements, each in substantially the form attached as Annex I to the Equity Distribution Agreement (each a “Terms Agreement” and, collectively, the “Terms Agreements”) and/or (ii) one or more forward share purchase transactions with the Forward Purchaser as set forth in one or more separate transaction supplements, each in substantially the form attached as Annex C to the Master Confirmation Agreement (each a “Transaction Supplement” and, collectively, the “Transaction Supplements” and each Transaction Supplement together with the Master Confirmation Agreement, a “Confirmation” and collectively the “Confirmations”). Any Shares issued and sold by the Company to or through the Manager are herein called the “Direct Shares,” any Shares sold by the Forward Purchaser through the Manager as forward seller are herein called the “Forward Hedge Shares” and any Shares delivered by the Company to the Forward Purchaser in settlement of all or any portion of the Company’s obligations under any Confirmation are called the “Confirmation Shares.” The reports and proxy statement filed by the Company with the Commission and incorporated by reference in the Registration Statement, or the Prospectus, are herein called the “Incorporated Documents.” References herein to the Registration Statement or the Prospectus exclude the Incorporated Documents. This letter is being delivered to you pursuant to Section 6(b) of the Equity Distribution Agreement. As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter, except where a specified fact confirmation procedure is stated to have been performed (in which case we have with your consent performed the stated procedure). We have examined, among other things, the following:
Exh. A (a) The Equity Distribution Agreement, the form of Terms Agreement, the form of Master Confirmation Agreement, the form of Transaction Supplement, the Registration Statement, the Prospectus and the Incorporated Documents; (b) The indentures, notes, loan agreements, and other written agreements and instruments creating, evidencing or securing indebtedness of the Company for borrowed money, identified to us by an officer of the Company as material to the Company and listed in Exhibit A hereto (the “Specified Agreements”); (c) certain resolutions of the pricing committee of the Board of Directors of the Company; and (d) such other instruments and documents as we have deemed advisable for purposes of the opinions hereinafter expressed. Except as otherwise stated herein, as to factual matters we have, with your consent, relied upon the foregoing and upon oral and written statements and representations of officers and other representatives of the Company and others, including the representations and warranties of the Company in the Equity Distribution Agreement, the form of Terms Agreement, the form of Master Confirmation Agreement and the form of Transaction Supplement. We have not independently verified such factual matters. In our examination, we have assumed the genuineness of all signatures, including any endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. We are opining as to the effect on the subject transaction only of the federal laws of the United States and the internal laws of the State of New York, and we express no opinion with respect to the applicability to the opinions expressed herein, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Except as otherwise stated herein, our opinions herein are based upon our consideration of only those statutes, rules and regulations which, in our experience, are normally applicable to registered public offerings of common stock pursuant to an “at the market offering” under Rule 415 of the Act and related forward stock purchase transactions. We express no opinion as to any state or federal laws or regulations applicable to the subject transactions because of the legal or regulatory status of any parties to the Equity Distribution Agreement or the legal or regulatory status of any of their affiliates. Various issues pertaining to the laws of the State of Oklahoma are addressed in the opinion of GableGotwals, separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters. Subject to the foregoing and the other matters set forth herein, as of the date hereof:
Exh. A 1. The (i) execution and delivery of the Equity Distribution Agreement by the Company, (ii) assuming the Terms Agreement has been executed and delivered on or before the date hereof in accordance with the terms of the Equity Distribution Agreement, the issuance and sale of the Direct Shares by the Company to or through the Manager, as sales agent and/or principal, pursuant to the Equity Distribution Agreement and/or any Terms Agreement, (iii) the execution and delivery of the Master Confirmation Agreement by the Company, and (iv) assuming the Confirmation has been executed and delivered on or before the date hereof in accordance with the terms of the Master Confirmation Agreement, the issuance and delivery of the Confirmation Shares by the Company to the Forward Purchaser pursuant to any Confirmation, in each case do not, on the date hereof: (i) result in the breach of or a default under any of the Specified Agreements; (ii) violate any federal or New York State statute, rule or regulation applicable to the Company; or (iii) require any consents, approvals, or authorizations to be obtained by the Company from, or any registrations, declarations or filings to be made by the Company with, any governmental authority under any federal or New York State statute, rule or regulation applicable to the Company on or prior to the date hereof that have not been obtained or made. 2. The Registration Statement has become effective under the Act. With your consent, based solely on a review of a list of stop orders on the Commission’s website at http://www.sec.gov/litigation/stoporders.shtml, we confirm that no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings therefor have been initiated by the Commission. The Prospectus has been filed in accordance with Rule 424(b) and 430B under the Act. 3. The Registration Statement at [ ], 2026, including the information deemed to be a part thereof pursuant to Rule 430B under the Act, and the Prospectus, as of its date, each appeared on their face to be appropriately responsive in all material respects to the applicable form requirements for registration statements on Form S-3 under the Act and the rules and regulations of the Commission thereunder; it being understood, however, that we express no view with respect to Regulation S-T or the financial statements, schedules, or other financial data, included in, incorporated by reference in, or omitted from, the Registration Statement or the Prospectus. For purposes of this paragraph, we have assumed that the statements made in the Registration Statement and the Prospectus are correct and complete. 4. The Company is not, and immediately after giving effect to (i) the sale by the Company of Direct Shares and/or the sale by the Forward Purchaser through the Manager of Forward Hedge Shares with an aggregate gross sales price of up to the Maximum Program Amount, in each case in accordance with the Equity Distribution Agreement, (ii) the sale and delivery by the Company of the Confirmation Shares to the Forward Purchaser in full physical settlement of the Company’s obligations under the applicable Confirmation, assuming such Confirmation Shares were sold and delivered to the Forward Purchaser on the date hereof in accordance with the terms of such Confirmation, and (iii) the application of the proceeds from the
Exh. A sale of such Direct Shares and/or Confirmation Shares as described in the Prospectus under the caption “Use of Proceeds,” will not be, required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended. 5. Assuming the due authorization by the Company of the Master Confirmation Agreement by all necessary corporate action required under the charter and bylaws of the Company and the laws of the state of Oklahoma, the Company has duly executed and delivered the Master Confirmation Agreement and the Master Confirmation Agreement constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms. 6. Assuming the due authorization by the Company of each Transaction Supplement by all necessary corporate action required under the charter and bylaws of the Company and the laws of the state of Oklahoma, when duly executed and delivered by the Company, each Transaction Supplement will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms. [Assuming the due authorization by the Company of each Transaction Supplement by all necessary corporate action required under the charter and bylaws of the Company and the laws of the state of Oklahoma, each Transaction Supplement executed and delivered by the Company on or before the date hereof constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms.]4 Our opinions are subject to: (a) the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors; (b) (1) the effects of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), (2) concepts of materiality, reasonableness, good faith and fair dealing and (3) the discretion of the court before which a proceeding is brought; (c) the invalidity under certain circumstances under law or court decisions of provisions for the indemnification or exculpation of, or contribution to, a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy; and (d) we express no opinion or confirmation as to federal or state securities laws (except as expressly set forth in paragraphs 2, 3 and 4 as to federal securities laws), tax laws (except as set forth in our letter to you of even date with respect to certain tax matters), antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, usury laws, environmental laws, margin regulations, laws and regulations relating to commodities trading, futures and swaps; Financial Industry Regulatory Authority rules; National Futures Association rules; or the rules of any stock exchange, clearing organization, designated contract market or other regulated entity for trading, processing, clearing or reporting transactions in securities, commodities, futures or swaps, export control, anti-money laundering, and anti-terrorism laws, and laws governing 4 NTD: To be covered in subsequent opinions once there are transactions entered into.
Exh. A foreign investments in the United States (without limiting other laws or rules excluded by customary practice). [In addition to expressing no opinion with respect to any of the laws or rights listed in the two immediately preceding paragraphs, with regard to our opinion expressed in numbered paragraphs 5 and 6, we express no opinion with respect to the enforceability of any Confirmation, except with respect to: (1) The Company’s obligations under Section 2 of such Confirmation to deliver certain numbers of Confirmation Shares and/or pay certain amounts of cash to the Forward Purchaser; (2) The Company’s obligations under Sections 2 and 6 of such Confirmation to deliver or, when applicable, to cause another party to deliver, notice in specified formats, at specified times and containing specified information; (3) The Company’s representations, warranties and agreements under Section 5 of such Forward; (4) The Company’s obligations under Section 2 of such Confirmation to use certain specified delivery methods; and (5) The Company’s obligations under Section 12 and Annex A of such Forward Confirmation to take certain actions if the conditions set forth in the first paragraph of such Section 12 are satisfied.] Insofar as our opinions require interpretation of the Specified Agreements, with your consent, (i) we have assumed that all courts of competent jurisdiction would enforce such agreements in accordance with their plain meaning, (ii) we express no opinion with respect to a breach or default under any Specified Agreement that would occur only upon the happening of a contingency and (iii) we express no opinion with respect to any matters which require the performance of a mathematical calculation or the making of a financial or accounting determination. This letter is furnished only to you in your capacity as Manager and Forward Purchaser under the Equity Distribution Agreement and is solely for your benefit as such in connection with the transactions referenced in the first paragraph of this letter. This letter may not be relied upon by you for any other purpose, or furnished to, assigned to, quoted to, or relied upon by any other person, firm or other entity for any purpose (including any person, firm or other entity that acquires Shares or any interest therein from you) without our prior written consent, which may be granted or withheld in our sole discretion.
Exh. B Exhibit B Form of Opinion of GableGotwals We have acted as special counsel to ONEOK, Inc., an Oklahoma corporation (the “Company”), in connection with the Equity Distribution Agreement dated as of [●], 2026 (the “Equity Distribution Agreement”), among the Company, the Manager and the Forward Purchaser named in the Equity Distribution Agreement relating to the issuance and sale by the Company through or to the Manager, as sales agent and/or principal, of shares of common stock of the Company, par value $0.01 per share, having an aggregate gross sales price of up to $1,000,000,000.00 (the “Offered Shares”), pursuant to the Equity Distribution Agreement. Capitalized terms used but not defined in this opinion letter have the meanings provided to them in the Equity Distribution Agreement. We are furnishing this opinion letter to you under Section 6(c) of the Equity Distribution Agreement. In rendering the opinions set forth herein, we have examined and relied on originals or electronic, photostatic or reproduction copies, certified or otherwise identified to our satisfaction, of the following: (b) the Prospectus; (c) the Company’s Amended and Restated Certificate of Incorporation, as amended; (d) the Company’s Amended and Restated Bylaws ((c) and (d) together, the “Governing Documents”); (e) a certificate dated the date hereof (the “Opinion Support Certificate”), executed by an officer of the Company; (f) resolutions of the Pricing Committee of the Board of Directors relating to, among other things, the Transaction Documents and the issuance and sale of the Shares, certified by the Company’s Secretary as being duly adopted on [●], 2026 and in effect at all times from the date of their adoption through and including the date hereof (g) the Equity Distribution Agreement; (h) form of Terms Agreement; (i) executed copies of the Master Forward Confirmation, dated as of [●], 2026, between the Company and Forward Purchaser (collectively, the “Forward Confirmation,” and, together with the Equity Distribution Agreement, the “Transaction Documents”); (j) each of the agreements and other instruments identified on the attached Schedule 1, which have been certified in the Opinion Support Certificate as being every debt indenture, mortgage, deed of trust, loan or credit agreement, and financing lease that is both (i) material in relation to the business, operations, affairs, financial condition, assets, or properties of
Exh. B the Company and its subsidiaries, considered as a single enterprise and (ii) an instrument by which the Company or any of its subsidiaries are bound or by which any of their respective properties are bound or affected (collectively, the “Applicable Agreements”); and (k) each of the orders or decrees of governmental authorities identified on the attached Schedule 2, which have been certified in the Opinion Support Certificate as being every order or decree of any governmental authority by which the Company or any of its subsidiaries or any of their respective properties are bound, that is material in relation to the business, operations, affairs, financial condition, assets, or properties of the Company and its subsidiaries, considered as a single enterprise, other than those orders or decrees issued in the ordinary course of the Company’s or its subsidiaries’ businesses relating to the operation of their respective businesses or assets and not relating to the issuance of securities by the Company or its subsidiaries (collectively, the “Applicable Orders”). We have also examined originals or copies of records of the Company and other agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinions set forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as certified, electronic, photostatic or reproduction copies. As to any facts material to the opinions and statements expressed herein that we did not independently establish or verify, we have relied, to the extent we deem appropriate, upon (i) oral or written statements and representations of officers and other representatives of the Company (including without limitation the facts certified in the Opinion Support Certificate) and (ii) statements and certifications of public officials and others. Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that: 1. The Company is organized and validly existing as a corporation and in good standing under the laws of the State of Oklahoma, with the corporate power and authority to (i) offer, issue, sell and deliver the Offered Shares in accordance with the Equity Distribution Agreement (including any Terms Agreement) and each Confirmation, (ii) perform all of its other obligations under the Equity Distribution Agreement (including any Terms Agreement), the Master Confirmation Agreement and each Transaction Supplement and (iii) carry on its business and own its properties as described in the Prospectus. 2. The Offered Shares have been duly authorized for issuance and sale and, when issued and delivered by the Company against payment therefor in accordance with the terms of the Equity Distribution Agreement (including any Terms Agreement) will be validly issued, fully paid and non- assessable. The maximum number of shares initially issuable under each Confirmation have been duly authorized and, upon issuance pursuant to the terms of such Confirmation, such shares will be validly issued, fully paid and non- assessable. 3. The Company has duly authorized, executed and delivered the Equity Distribution Agreement.
Exh. B 4. The Company has duly authorized the Terms Agreement. 5. The Company has duly authorized, executed and delivered the Master Confirmation Agreement. 6. The Company has duly authorized each Transaction Supplement and, when executed and delivered by the Company. 7. The execution and delivery of, and the consummation of the transactions (including, without limitation, the offering, issuance, sale and delivery of the Offered Shares) contemplated by the Equity Distribution Agreement (including any Terms Agreement) and each Confirmation, will not contravene (i) the Governing Documents, or (ii) any provision of applicable laws of the State of Oklahoma, the contravention of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or its ability to consummate such transactions. 8. None of (i) the execution and delivery of, or the incurrence or performance by the Company of its obligations under the Equity Distribution Agreement (including any Terms Agreement) and each Confirmation in accordance with its terms, or (ii) the offering, issuance, sale and delivery of the Offered Shares under the Equity Distribution Agreement (including any Terms Agreement) and each Confirmation, (A) constituted, constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any Applicable Agreement, (B) resulted, results or will result in the creation of any security interest in, or lien upon, any of the property or assets of the Company under any Applicable Agreement, or (C) resulted, results or will result in the contravention of any Applicable Order or applicable law. 9. No consent, approval, license, authorization or validation of, or filing, recording or registration with, any executive, legislative, judicial, administrative or regulatory body of the State of Oklahoma, pursuant to applicable laws of the State of Oklahoma, other than those already obtained or made and in full force and effect, is required to authorize, or is required for (i) the execution and delivery by the Company of the Equity Distribution Agreement (including any Terms Agreement) and each Confirmation, or the performance by the Company of its obligations thereunder; or (ii) the enforceability of the Equity Distribution Agreement (including any Terms Agreement) and each Confirmation. 10. To our knowledge, there are no contracts or other documents that are required to be filed as exhibits to the Registration Statement by the Act or by the General Rules and Regulations, as currently in effect under the Act (the “Rules and Regulations”), that have not been filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules and Regulations. 11. To our knowledge and except as set forth or incorporated by reference in the Registration Statement, there are no legal or governmental proceedings pending or threatened in writing against the Company that would be required by Item 103 of Regulation S-K to be disclosed in a Registration Statement on Form S-1.
Exh. B 12. The statements set forth in the Prospectus under the heading “Description of Capital Stock,” insofar as such statements purport to summarize the provisions of laws or documents referred to therein relating to the Offered Shares and reviewed by us as described above, fairly summarize in all material respects such laws or documents. 13. Except as described in the Prospectus, the Offered Shares are free of any preemptive rights, resale rights, or rights of first refusal under (i) the Governing Documents, (ii) the applicable laws of the State of Oklahoma, or (iii) the Applicable Agreements. 14. Other than as described or incorporated by reference in the Registration Statement or the Prospectus, or as have been waived, no person has the right, under any Applicable Agreement, to cause the Company to register under the Act any Offered Shares or any other equity interest in the Company or to include any such Offered Shares or interest in the Registration Statement. Our opinions expressed herein are subject to the following qualifications: (i) In rendering the opinions set forth above regarding the Applicable Agreements, we do not express any opinion as to whether the execution or delivery of the Transaction Documents or the incurrence or performance by the Company of its obligations thereunder will constitute a violation of, or a default under or as a result of, any covenant, restriction, or provision with respect to any financial ratio or test or any aspect of the financial condition or results of operation of any of the Company or its subsidiaries. (ii) Except as set forth in paragraphs 10 and 11 above, our opinions expressed above are limited to the laws of the State of Oklahoma, and we express no opinion with regard to any matter that may be governed by the law of any jurisdiction other than the State of Oklahoma. (iii) Except as specifically noted in this opinion, we have not (i) made any independent review or special investigation concerning any agreements, instruments, encumbrances, orders, judgments, or decrees by which the Company or its subsidiaries are specifically bound, or (except with respect to the general application of the laws of the State of Oklahoma) any laws, rules or other regulations by which the Company or its subsidiaries are bound; (ii) made any independent investigation as to the existence of any litigation, tax claims, actions, suits, investigations or disputes, if any, pending or threatened against the Company or its subsidiaries; or (iii) made any other independent investigation of factual matters. (iv) References herein to “applicable laws” mean those laws, rules and regulations that, in our experience, are normally applicable to transactions of the type contemplated by the Transaction Documents, without our having made any special investigation as to the applicability of any specific law, rule or regulation; provided, however, that such references do not include any municipal or other local laws, rules or regulations, or any antifraud, environmental, labor, tax, insurance or antitrust laws, rules or regulations. (v) Our opinion in paragraph 1 as to the Company’s existence and good standing is based solely on a certificate of good standing from the Secretary of State of the State of Oklahoma for the Company, dated as of a recent date.
Exh. B (vi) With respect to the opinion expressed in paragraph 11 above, in addition to obtaining factual certifications in the Opinion Support Certificate, we have endeavored, to the extent we have believed necessary, to determine from certain lawyers currently in our firm who have performed substantive legal services for the Company, whether such services involved substantive attention in the form of legal representation concerning pending or threatened legal proceedings of the nature referred to in paragraph 11 above. Beyond that, we have not made any review, search or investigation of public files or records or files or records of the Company or its transactions or any other investigation with respect to the statement in paragraph 11. (vii) The opinions herein are limited to the matters expressly set forth in this letter, and no opinion is implied or may be inferred beyond the matters expressly so stated. This opinion is being furnished to you pursuant to the terms of the Equity Distribution Agreement and is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to for any other purpose or relied upon by any other person, including any purchaser of any Offered Shares from you and any subsequent purchaser of any Offered Shares, without our express written permission. The opinions expressed herein are as of the date hereof only and are based on laws, orders, contract terms and provisions, and facts as of such date, and we disclaim any obligation to update this opinion letter after such date or to advise you of changes of facts stated or assumed herein or any subsequent changes in law.
{2741534;4} 110 North Elgin Avenue, Suite 200 Tulsa, Oklahoma 74120 Telephone (918) 595-4800 Fax (918) 595-4990 www.gablelaw.com BOK Park Plaza 499 West Sheridan Avenue, Suite 2200 Oklahoma City, OK 73102 Telephone (405) 235-5500 Fax (405) 235-2875 1100 Louisiana, Suite 5000 Houston, Texas 77002 Telephone: (346) 200-6020 August 4, 2026 ONEOK, Inc. 100 West Fifth Street Tulsa, Oklahoma 74103 Ladies and Gentlemen: We have acted as special counsel to ONEOK, Inc., an Oklahoma corporation (the “Company”), in connection with the proposed issuance and sale from time to time by the Company of its common stock, $0.01 par value per share, in an amount having an aggregate offering price of up to $1,000,000,000 (the “Shares”) pursuant to the equity distribution agreement dated August 4, 2026 (the “Distribution Agreement”) among the Company, the Manager named therein and the Forward Purchaser named therein. The Shares are to be issued pursuant to the Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 18, 2026 (the “Registration Statement”), the base prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement to be filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Act (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares. As such counsel, we have examined originals or copies of the Distribution Agreement, the Registration Statement, the Prospectus, the Company’s Amended and Restated Certificate of Incorporation, as amended, the Company’s Amended and Restated By-laws and other records, documents, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents supplied to us as originals, the conformity to the originals of all documents supplied to us as copies and the authenticity of the originals of such copies. We have also assumed that all Exhibit 5.1
ONEOK, Inc. August 4, 2026 Page 2 {2741534;4} Shares will be issued and sold in the manner stated in the Registration Statement and the Prospectus. Based upon the foregoing, and subject to the limitations and assumptions set forth herein, we are of the opinion that the Shares, when issued and delivered against payment therefor in accordance with the terms of the Distribution Agreement, will be validly issued, fully paid and non-assessable. Our opinions expressed herein are subject to the following qualifications: (i) Our opinions are limited to the laws of the State of Oklahoma, and we do not express any opinion as to the laws of any other jurisdiction, including without limitation the federal laws of the United States; (ii) The opinions herein are limited to the matters expressly set forth in this letter, and no opinions are implied or may be inferred beyond the matters expressly so stated; and (iii) The opinions expressed herein are as of the date hereof only and are based on laws, orders, contract terms and provisions, and facts as of such date, and we disclaim any obligation to update this opinion letter after such date or to advise you of changes of facts stated or assumed herein or any subsequent changes in law. We consent to your filing this opinion as an exhibit to the Company’s Quarterly Report on Form 10-Q being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Yours very truly, /s/ GableGotwals
Exhibit 22.1
List of Subsidiary Guarantors and Issuers
of Guaranteed Securities
As of June 30, 2026, the following entities guarantee the notes issued by ONEOK, Inc. (the "ONEOK Notes") and ONEOK Partners, L.P. (the "ONEOK Partners Notes").
| Entity | Jurisdiction of Incorporation or Organization | ONEOK Notes | ONEOK Partners Notes | ||||||||
| ONEOK, Inc. | Oklahoma | Issuer | Guarantor | ||||||||
| ONEOK Partners, L.P. | Delaware | Guarantor | Issuer | ||||||||
| ONEOK Partners Intermediate Limited Partnership | Delaware | Guarantor | Guarantor | ||||||||
| Magellan Midstream Partners, L.P. | Delaware | Guarantor | Guarantor | ||||||||
Elk Merger Sub II, L.L.C. | Delaware | Guarantor | Guarantor | ||||||||
| EnLink Midstream Partners, L.P. | Delaware | Guarantor | Guarantor | ||||||||
As of June 30, 2026, the ONEOK Notes consisted of the following securities:
| Issued under the Indenture dated as of September 24, 1998 | ||
| 6.875% Debentures due 2028 | ||
| Issued under the Indenture dated as of December 28, 2001 | ||
6.00% Notes due 2035 | ||
| Issued under the Indenture dated as of April 19, 2007 | ||
| 6.40% Senior Notes due 2037 | ||
| Issued under the Indenture dated as of August 11, 2010 | ||
| 3.25% Senior Notes due 2030 | ||
| 4.20% Senior Notes due 2042 | ||
| 5.15% Senior Notes due 2043 | ||
| 4.20% Senior Notes due 2045 | ||
| 4.25% Senior Notes due 2046 | ||
| 4.20% Senior Notes due 2047 | ||
| 4.85% Senior Notes due 2049 | ||
| 3.95% Senior Notes due 2050 | ||
| Issued under the Indenture dated as of January 26, 2012 | ||
| 5.550% Notes due 2026 | ||
| 4.000% Notes due 2027 | ||
| 4.25% Notes due 2027 | ||
| 4.55% Notes due 2028 | ||
| 5.650% Notes due 2028 | ||
| 4.35% Notes due 2029 | ||
| 3.40% Notes due 2029 | ||
| 4.40% Notes due 2029 | ||
| 3.100% Notes due 2030 | ||
| 5.800% Notes due 2030 | ||
| 6.350% Notes due 2031 | ||
| 4.75% Notes due 2031 | ||
| 6.10% Notes due 2032 | ||
| 4.95% Notes due 2032 | ||
| 6.050% Notes due 2033 | ||
| 5.05% Notes due 2034 | ||
| 5.40% Notes due 2035 | ||
| 4.950% Notes due 2047 | ||
| 5.20% Notes due 2048 | ||
| 4.45% Notes due 2049 | ||
| 4.500% Notes due 2050 | ||
1
Exhibit 22.1
| 7.150% Notes due 2051 | ||
| 6.625% Notes due 2053 | ||
| 5.70% Notes due 2054 | ||
| 6.25% Notes due 2055 | ||
| 5.85% Notes due 2064 | ||
| Issued under the Indenture dated as of March 19, 2014 | ||
| 5.6% Senior Notes due 2044 | ||
| 5.05% Senior Notes due 2045 | ||
| 5.45% Senior Notes due 2047 | ||
| Issued under the Indenture dated as of April 9, 2019 | ||
| 5.375% Senior Notes due 2029 | ||
| Issued under the Indenture dated as of December 17, 2020 | ||
| 5.625% Senior Notes 2028 | ||
| Issued under the Indenture dated as of August 31, 2022 | ||
| 6.5% Senior Notes due 2030 | ||
| Issued under the Indenture dated as of August 15, 2024 | ||
| 5.65% Senior Notes due 2034 | ||
As of June 30, 2026, the ONEOK Partners Notes consisted of the following securities:
| Issued under the Indenture dated as of September 25, 2006 | ||
| 6.65% Senior Notes due 2036 | ||
| 6.85% Senior Notes due 2037 | ||
| 6.125% Senior Notes due 2041 | ||
| 6.200% Senior Notes due 2043 | ||
2
Exhibit 31.1
Certification
I, Pierce H. Norton II, certify that:
I have reviewed this Quarterly Report on Form 10-Q of ONEOK, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 4, 2026
| /s/ Pierce H. Norton II | |||||
| Pierce H. Norton II | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
Certification
I, Walter S. Hulse III, certify that:
I have reviewed this Quarterly Report on Form 10-Q of ONEOK, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 4, 2026
| /s/ Walter S. Hulse III | |||||
| Walter S. Hulse III | |||||
| Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of ONEOK, Inc. (the “Registrant”) for the period ending June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Pierce H. Norton II, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Pierce H. Norton II
Pierce H. Norton II
Chief Executive Officer
August 4, 2026
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to ONEOK, Inc. and will be retained by ONEOK, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of ONEOK, Inc. (the “Registrant”) for the period ending June 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Walter S. Hulse III, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
/s/ Walter S. Hulse III
Walter S. Hulse III
Chief Financial Officer
August 4, 2026
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to ONEOK, Inc. and will be retained by ONEOK, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.